10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended: September 30, 2015

OR

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Transition Period from ___________ to____________

Commission File Number: 000-15078

GREENESTONE HEALTHCARE CORPORATION

(Exact name of registrant as specified in its charter)

Colorado	84-1227328
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

5734 Yonge Street, Suite 300

North York, Ontario, Canada M2M 4E7

(Address of principal executive offices and zip code)

(416) 222-5501

(Registrant’s telephone number, including area code)

Prepared by:

Sunny J. Barkats, Esq.

18 East 41 ^st Street, 14^th Floor

New York, NY 10017

Tel (646) 502-7001

Fax (646) 607-5544

www.JSBarkats.com

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by section 13 or 15(d) of the Securities Exchange Act of 1934 during the past 12 months, and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [ ]

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files. Yes [X] No [ ]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act:

Large accelerated filer	[ ]	Accelerated filer	[ ]
Non-accelerated filer	[ ]	Smaller reporting company	[X]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [ ] No [X]

As of November 9, 2015, there were 47,738,855 shares outstanding of the registrant’s common stock.

	TABLE OF CONTENTS
	PART I – FINANCIAL INFORMATION
Item 1.	Financial Statements.	1
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations.	26
	PART II – OTHER INFORMATION
Item 1.	Legal Proceedings.	29
Item 1A.	Risk Factors.	29
Item 2	Unregistered Sales of Equity Securities and Use of Proceeds.	29
Item 3	Defaults Upon Senior Securities.	29
Item 4.	Mine Safety Disclosures.	29
Item 5.	Other Information.	29
Item 6.	Exhibits.	30
Signatures		30

PART I – FINANCIAL INFORMATION

Explanatory Note

Overview of Restatement

In this Quarterly Report on Form 10-Q, GreeneStone Healthcare Corporation (together with its subsidiaries, the “Company” or “GreeneStone”):

(a) restates its unaudited Consolidated Statement of Operations and Consolidated Statements of Cash Flows for the three months and nine months ended September 30, 2014

(b) amends its Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) as it relates to the nine months ended September 30, 2014;

Background on the Restatement

As previously disclosed in the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission (“SEC”) on March 27, 2015 the board of directors of the Company, in performance of its function as the audit committee, and in consultation with management, concluded that, because of errors identified in the Company’s previously issued financial statements for the nine months ended September 30, 2014, the Company would restate its previously issued financial statements.

These errors were discovered by management during the Company’s normal closing process, in the course of the Company’s regularly scheduled audit by its newly appointed Independent Public Accountants, and during the course of an internal investigation initiated by the board of directors of the Company (in performance of its function as the audit committee). The Company’s board of directors has completed its investigation. The restatements reflect adjustments to correct errors in the Company’s accounting for certain convertible debt and options and shares issued for services. The effect of the restatements on the Company’s Balance Sheets is not material and the restatements have no effect on reported cash flow from operations.

In addition, the Company has restated its consolidated financial statements, to retroactively reflect the Company’s Board of Directors decision to dispose of its Endoscopy Division, as of and for the nine months ended September 30, 2014. The restated financial statements correct the following errors:

Beneficial Conversion Feature

During the fourth quarter of fiscal 2014, the Company identified an error as a result of not recognizing the beneficial conversion feature inherent in seventy five (75) mandatorily convertible notes issued between 2010 and 2012 to accredited investors; the beneficial conversion feature inherent in two (2) convertible notes issued to Asher Enterprises, Inc. during the second and third quarter of 2013; and the beneficial conversion feature inherent in five (5) convertible notes issued to JMJ Financial Group during the five quarters beginning with the period ended June 30, 2013 and ending in the period ended September 30, 2014.

Employee Option Incentive Grants

During the fourth quarter of fiscal 2014, the Company identified an error as a result of not recognizing the costs of employee option incentive granted during the second quarter of 2012 and which terminated during the second quarter of 2014. The cumulative effect of the errors over the restated periods resulted in an increase to pre-tax and after tax expense of approximately $2,810,683 of which none was attributable to discontinued operations.

Table of Contents  1

The adjustments made as a result of the restatement are more fully discussed in Note 1, Restatement of Previously Issued Financial Statements, of the Notes to Consolidated Financial Statements included in this Annual Report. To further review the effects of the accounting errors identified and the restatement adjustments, see Part II—Item 7— Management’s Discussion and Analysis of Financial Condition and Results of Operations included in this Annual Report. For a description of the control deficiencies identified by management as a result of the investigation and our internal reviews, and management’s plan to remediate those deficiencies, see Part II—Item 9A— Controls and Procedures.

Previously filed Annual Reports on Form 10-K and quarterly reports on Form 10-Q for the periods affected by the restatement have not been amended. Accordingly, investors should no longer rely upon the Company’s previously released financial statements for these periods and any earnings releases or other communications relating to these periods. Quarterly reports for fiscal 2015 will include restated results for the corresponding interim periods of fiscal 2014. All amounts in this Quarterly Report on Form 10-Q affected by the restatement adjustments reflect such amounts as restated.

Table of Contents  2

Item 1. Financial Statements.

GREENESTONE HEALTHCARE CORPORATION

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2015

(Stated in U.S. $ unless stated otherwise)

TABLE OF CONTENTS

	Page
UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
Consolidated Balance Sheets as of September 30, 2015 (unaudited) and December 31, 2014	4
Unaudited Consolidated Statements of Operations for the three months and nine months ended September 30, 2015 and 2014 (as restated)	5
Unaudited Consolidated Statement of Changes in Stockholder’s Deficit	6
Unaudited Consolidated Statements of Cash Flows for the nine months ended September 30, 2015 and 2014 (as restated)	7-8
Notes to the Unaudited Consolidated Interim Financial Statements	9-25

Table of Contents  3

GREENESTONE HEALTHCARE CORPORATION
Consolidated Balance Sheets
	September 30, 2015			December 31, 2014
	(unaudited)
ASSETS
Current assets
Cash	$	30,780		$	88,152
Accounts receivable, net		41,725			164,832
Prepaid expenses		33,036			46,267
Due on sale of Subsidiary		483,489			493,806
Total current assets		589,030			793,057
Cash - Restricted		74,660			86,200
Fixed assets, net		212,522			256,543
Total assets	$	876,212		$	1,135,800
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities
Accounts payable and accrued liabilities	$	524,812		$	808,971
Taxes payable		2,653,953			2,806,297
Deferred revenue		67,178			143,839
Current portion of loan payable		6,830			7,625
Short Term loan		—			29,758
Related party payables		9,441			51,336
Total current liabilities		3,262,214			3,847,826
Loan payable		10,837			18,460
Total liabilities		3,273,051			3,866,286
Stockholders' deficit
Preferred Stock - Series B; $0.01 par value, nil outstanding at September 30, 2015 and December 31, 2014, respectively		—			—
Common stock; $0.01 par value, 500,000,000 shares authorized; 47,738,855 and 46,131,764 shares issued and outstanding at September 30, 2015 and December 31, 2014 respectively		477,389			461,318
Additional paid-in capital		16,177,534			16,129,038
Accumulated other comprehensive income		816,605			245,187
Accumulated deficit		(19,868,367	)		(19,566,029	)
Total stockholders' deficit		(2,396,839	)		(2,730,486	)
Total liabilities and stockholders' deficit	$	876,212		$	1,135,800

The accompanying notes are an integral part of the unaudited consolidated financial statements.

Table of Contents  4

GREENESTONE HEALTHCARE CORPORATION
Consolidated Statements of Operations
(Unaudited)
	Three months						Nine Months
	2015			2014			2015			2014
				(As Restated)						(As Restated)
Revenues	$	848,767		$	1,197,121		$	2,477,413		$	2,812,940
Operating expenses
Depreciation		22,863			20,718			70,303			61,861
General and administrative		115,902			193,813			534,807			540,508
Management fees		—			55			96,705			68,163
Professional fees		62,292			115,565			220,286			180,618
Rent		84,176			82,839			263,568			333,639
Salaries and wages		425,324			576,618			1,339,029			2,348,790
Total operating expenses		710,558			989,608			2,524,698			3,533,579
Operating income (loss)		138,209			207,513			(47,285	)		(720,639	)
Other income ( expense )
Other Expense		(11,785	)		—			(11,785	)		—
Interest income		23,872			—			23,872			—
Interest expense		(30,622	)		(9,819	)		(121,563	)		(74,518	)
Foreign exchange movements		(73,157	)		—			(145,576	)		—
Net income (loss) from continuing operations		46,516			197,693			(302,338	)		(795,157	)
Loss from discontinued operations, net of tax					(102,241	)		—			(209,161	)
Net income (loss) applicable to common shareholders		46,516			95,452			(302,338	)		(1,004,318	)
Accumulated other comprehensive loss
Foreign currency translation adjustment		240,531			124,131			571,418			131,505
Total comprehensive income (loss)	$	287,047		$	219,583		$	269,080		$	(872,813	)
Basic and diluted loss per common share- continuing operations	$	—		$	—		$	(0.01	)	$	(0.02	)
Basic and diluted loss per common share- discontinued operations	$	—		$	—		$	—		$	—
Basic and diluted loss per common share	$	—		$	—		$	(0.01	)	$	(0.02	)
Weighted average outstanding - Basic		47,738,855			47,441,968			47,176,078			46,938,730
Weighted average outstanding - Diluted		47,738,855			47,468,182			47,176,078			46,938,730

 The accompanying notes are an integral part of the unaudited consolidated financial statements.

Table of Contents  5

GREENESTONE HEALTHCARE CORPORATION
Consolidated Statement of Changes in Stockholders' Deficit
	Preferred Series "B"						Common						Additional Paid			Comprehensive			Accumulated
	Shares			Amount			Shares			Amount			in Capital			(Loss) Income			Deficit			Total
Balance, December 31, 2013		—		$	—			41,065,582		$	410,656		$	13,920,629		$	264,135		$	(17,665,756	)	$	(3,070,336	)
Surrender of shares as part of sale of subsidiary		—			—			(2,408,268	)		(24,083	)		(253,417	)		—			—			(277,500	)
Disposition of subsidiary		—			—			—			—			1,104,407			(90,304	)		—			1,014,103
Common stock issued for convertible notes		—			—			728,459			7,285			190,445			—			—			197,730
Common stock issued for short term note		—			—			2,245,991			22,460			104,616			—			—			127,076
Shares issued for cash		—			—			4,500,000			45,000			337,500									382,500
Stock option compensation		—			—									679,858			—			—			679,858
Beneficial conversion feature of debt issuances		—			—			—			—			45,000			—			—			45,000
Foreign currency translation		—			—			—			—			—			71,356			—			71,356
Net loss, year ended December 31, 2014		—			—			—			—			—			—			(1,900,273	)		(1,900,273	)
Balance at December 31, 2014		—		$	—			46,131,764		$	461,318		$	16,129,038		$	245,187		$	(19,566,029	)	$	(2,730,486	)
Shares issued for debt conversion		—			—			300,000			3,000			5,117			—			—			8,117
Shares issued for services		106,000			1,060			250,000			2,500			53,346			—			—			56,906
Conversion of Series "B" Preferred shares to common		(106,000	)		(1,060	)		1,060,000			10,600			(9,540	)		—			—			—
Adjustments to previously issued shares for debt conversion, due to exchange adjustments		—			—			(2,909	)		(29	)		(427	)		—			—			(456	)
Foreign currency translation		—			—			—			—			—			571,418			—			571,418
Net loss, period ended September 30, 2015		—			—			—			—			—			—			(302,338	)		(302,338	)
Balance, September 30, 2015		—		$	—			47,738,855		$	477,389		$	16,177,534		$	816,605		$	(19,868,367	)	$	(2,396,839	)

The accompanying notes are an integral part of the unaudited consolidated financial statements. 

Table of Contents  6

GREENESTONE HEALTHCARE CORPORATION
Consolidated Statements of Cash Flows
(Expressed in U.S. $)
(Unaudited)
	Nine Months ended September 30,
	2015			2014
				(As Restated)
Operating activities
Net loss applicable to common stockholders	$	(302,338	)	$	(1,004,318	)
Net loss from discontinued operations		—			209,161
Net loss from continuing operations		(302,338	)		(795,157	)
Adjustment to reconcile net loss to net cash used in operating activities:
Depreciation		70,303			61,861
Movement in bad debt provision		—			(12,078	)
Stock issued for services		56,906			624,596
Other foreign exchange movements		(456	)		—
Amortization of beneficial conversion feature		12,709			55,530
Changes in operating assets and liabilities
Accounts receivable		123,106			6,479
Taxes payable		(152,344	)		167,599
Prepaid expenses		13,231			(11,286	)
Due on sale of Subsidiary		10,317			—
Accounts payable and accrued liabilities		(284,159	)		(17,365	)
Deferred revenue		(76,661	)		(18,929	)
Net cash used in operating activities - continuing operations		(529,386	)		61,250
Net cash used in operating activities - discontinued operations		—			(247,549	)
Net cash used in operating activities		(529,386	)		(186,299	)
Investing activities
Purchase of fixed assets		(26,281	)		(64,711	)
Net cash used in investing activities - continuing operations		(26,281	)		(64,711	)
Net cash used in investing activities - discontinued operations		—			—
Net cash used in Investing activities		(26,281	)		(64,711	)
Financing activities
Change in restricted cash		11,540			4,730
Repayment of loan payable		(8,417	)		(5,632	)
Proceeds from convertible notes payable		—			105,000
Repayment of convertible note		(34,350	)		—
Proceeds from the sale of common stock		—			382,503
Proceeds from related party notes		—			250,652
Repayment of related party notes		(41,876	)		(111,766	)
Net cash (used by) provided by financing activities - continuing operations		(73,123	)		625,487
Net cash used by financing activities - discontinued operations		—			(401,244	)
Net cash (used by) provided by Investing activities		(73,123	)		224,243
Effect of exchange rate on cash		571,418			131,505
Net change in cash		(57,372	)		104,738
Beginning cash balance (deficiency)		88,152			(126,073	)
Ending cash balance ( excluding restricted )	$	30,780		$	(21,335	)

Table of Contents  7

GREENESTONE HEALTHCARE CORPORATION

Consolidated Statements of Cash Flows

(Expressed in U.S. $)

(Unaudited)

	Nine Months ended September 30,
	2015		2014
			(As Restated)
Supplemental cash flow information
Cash paid for interest	$	10,703	$	18,988
Cash paid for income taxes	$	—	$	—
Non-cash Investing and Financing Activities
Common stock issued on conversion of convertible notes	$	8,117	$	284,907
Common shares issued for conversion of Series B shares	$	1,060	$	—

See accompanying notes to the unaudited consolidated interim financial statements.

Table of Contents  8

 GREENESTONE HEALTHCARE CORPORATION

Notes to the Unaudited Consolidated Financial Statements

1. Restatement of Previously Issued Financial Statements

The Company has restated its consolidated financial statements for the nine months ended September 30, 2014.

The restatements reflect adjustments to correct errors identified by management during the Company’s normal closing process, in the course of the Company’s regularly scheduled audit by its newly appointed Independent Accounting Firm, and during the course of an internal investigation initiated by the board of directors of the Company (in performance of its function as the audit committee). The Company’s board of directors has completed its investigation. The effect of the restatements on the Company’s Balance Sheets is not material and the restatements have no effect on reported cash flow from operations.

Beneficial Conversion Feature

During the fourth quarter of fiscal 2014, the Company identified an error as a result of not recognizing the beneficial conversion feature inherent in seventy five (75) mandatorily convertible notes issued between 2010 and 2012 to accredited investors; the beneficial conversion feature inherent in two (2) convertible notes issued to Asher Enterprises, Inc. during the second and third quarter of 2013; and the beneficial conversion feature inherent in five (5) convertible notes issued to JMJ Financial Group during the five quarters beginning with the period ended June 30, 2013 and ending in the period ended September 30, 2014.

Employee Option Incentive Grants

During the fourth quarter of fiscal 2014, the Company identified an error as a result of not recognizing the costs of employee option incentive granted during the second quarter of 2012 and which terminated during the second quarter of 2014.

The restated consolidated Balance Sheet as of September 30, 2014 and the restated Consolidated Statements of Operations and Cash Flows for the three and nine months ended September 30, 2014 are presented below:

Table of Contents  9

GREENESTONE HEALTHCARE CORPORATION

Notes to the Unaudited Consolidated Financial Statements

1. Restatement of Previously Issued Financial Statements (continued)

Unaudited Restated Consolidated Balance Sheet as at September 30, 2014

GREENESTONE HEALTHCARE CORPORATION
RESTATEMENT OF BALANCE SHEET AT SEPTEMBER 30, 2014
	As previously reported on Form 10-Q			Opening Deficit			Beneficial Conversion feature			Compensation			As Restated
ASSETS
CURRENT ASSETS
Cash	$	—		$	—		$	—		$	—		$	—
Accounts receivable, net		200,103			—			—			—			200,103
Prepaid expenses		95,810			—			—			—			95,810
Current assets held for resale		354,986			—			—			—			354,986
Total current assets		650,899			—			—			—			650,899
NON-CURRENT ASSETS
Cash - Restricted		89,290			—			—			—			89,290
Fixed assets, net		286,096			—			—			—			286,096
Long term assets held for resale		220,574			—			—			—			220,574
Total assets	$	1,246,859		$	—		$	—		$	—		$	1,246,859
LIABILITIES AND STOCKHOLDERS' DEFICIT
CURRENT LIABILITIES
Bank overdraft	$	21,335		$	—		$	—		$	—		$	21,335
Accounts payable and accrued liabilities		423,242			—			—			—			423,242
Taxes payable		2,539,518			—			—			—			2,539,518
Deferred revenue		88,546			—			—			—			88,546
Short Term loan		82,962			(34,357	)		10,530			—			59,135
Current portion of loan payable		7,811			—			—			—			7,811
Related party notes		394,998			—			—			—			394,998
Current liabilities held for resale		297,286			—			—			—			297,286
Total current liabilities		3,855,698			(34,357	)		10,530			—			3,831,871
NON-CURRENT LIABILITIES
Loan payable		21,130			—			—			—			21,130
Total liabilities		3,876,828			(34,357	)		10,530			—			3,853,001
STOCKHOLDERS' DEFICIT
Common stock; $0.01 par value, 100,000,000 shares authorized; 47,693,055 and 41,065,564 shares issued and outstanding as of September 30, 2014 and December 31, 2013 respectively		476,930			—			—			—			476,930
Additional paid-in capital		8,756,610			4,150,113			45,000			624,596			13,576,319
Accumulated other comprehensive loss		395,640			—			—			—			395,640
Accumulated deficit		(12,259,149	)		(4,115,756	)		(55,530	)		(624,596	)		(17,055,031	)
Total stockholders' deficit		(2,629,969	)		34,357			(10,530	)		—			(2,606,142	)
Total liabilities and stockholders' deficit	$	1,246,859		$	—		$	—		$	—		$	1,246,859

Table of Contents  10

 GREENESTONE HEALTHCARE CORPORATION

Notes to the Unaudited Consolidated Financial Statements

1. Restatement of Previously Issued Financial Statements (continued)

Unaudited Restated Consolidated Income Statement for the Three Months Ended September 30, 2014

GREENESTONE HEALTHCARE CORPORATION

RESTATEMENT OF INCOME STATEMENT

FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2014

	As previously reported on Form 10-Q			Beneficial Conversion feature			Compensation		As Restated
Revenue	$	1,197,121		$	—		$	—	$	1,197,121
Cost of Services Provided		—			—			—		—
Gross margin		1,197,121			—			—		1,197,121
Operating expenses
Depreciation		20,718			—			—		20,718
General and administrative		193,813			—			—		193,813
Management fees		55			—			—		55
Professional fees		115,565			—			—		115,565
Rent		82,839			—			—		82,839
Salaries and wages		576,618			—			—		576,618
Total operating expenses		989,608			—			—		989,608
Net operating loss		207,513			—			—		207,513
Interest expense		2,640			(12,459	)		—		(9,819	)
Net loss from continuing operations		210,152			(12,459	)		—		197,693
Net operating loss from discontinued operations		(102,241	)		—			—		(102,241	)
Net loss applicable to common stockholders'		107,911			(12,459	)		—		95,452
Foreign currency translation adjustment		124,131			—			—		124,131
Total comprehensive income/(loss)	$	232,042		$	(12,459	)	$	—	$	219,583

Table of Contents  11

GREENESTONE HEALTHCARE CORPORATION

Notes to the Unaudited Consolidated Financial Statements

1. Restatement of Previously Issued Financial Statements (continued)

Unaudited Restated Consolidated Income Statement for the Nine Months Ended September 30, 2014

GREENESTONE HEALTHCARE CORPORATION

RESTATEMENT OF INCOME STATEMENT

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2014

	As previously reported on Form 10-Q			Beneficial Conversion feature			Compensation			As Restated
Revenue	$	2,812,940		$	—		$	—		$	2,812,940
Cost of Services Provided		—			—			—			—
Gross margin		2,812,940			—			—			2,812,940
Operating expenses
Depreciation		61,861			—			—			61,861
General and administrative		540,508			—			—			540,508
Management fees		68,163			—			—			68,163
Professional fees		180,618			—			—			180,618
Rent		333,639			—			—			333,639
Salaries and wages		1,724,194			—			624,596			2,348,790
Total operating expenses		2,908,983			—			624,596			3,533,579
Net operating loss		(96,043	)		—			(624,596	)		(720,639	)
Interest expense		(18,988	)		(55,530	)		—			(74,518	)
Net loss from continuing operations		(115,031	)		(55,530	)		(624,596	)		(795,157	)
Net operating loss from discontinued operations		(209,161	)		—			—			(209,161	)
Net loss applicable to common stockholders'		(324,192	)		(55,530	)		(624,596	)		(1,004,318	)
Foreign currency translation adjustment		131,505			—			—			131,505
Total comprehensive income/(loss)	$	(192,687	)	$	(55,530	)	$	(624,596	)	$	(872,813	)

Table of Contents  12

GREENESTONE HEALTHCARE CORPORATION

Notes to the Unaudited Consolidated Financial Statements

1. Restatement of Previously Issued Financial Statements (continued)

Unaudited Restated Consolidated Statement of Cash Flows for the Nine Months Ended September 30, 2014

GREENESTONE HEALTHCARE CORPORATION

RESTATEMENT OF CASH FLOW STATEMENT

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2014

	As previously reported on Form 10-Q			Beneficial Conversion feature			Compensation			As Restated
Operating activities
Net loss applicable to common stockholders'	$	(324,192	)	$	(55,530	)	$	(624,596	)	$	(1,004,318	)
Net loss from discontinued operations		209,161			—			—			209,161
Net loss - continuing operations		(115,031	)		(55,530	)		(624,596	)		(795,157	)
Adjustment to reconcile net loss to net cash used in operating activities:
Depreciation		61,861			—			—			61,861
Movement in bad debts provision		(12,078	)		—			—			(12,078	)
Stock issued for services		—			—			624,596			624,596
Amortization of beneficial conversion feature		—			55,530			—			55,530
Changes in operating assets and liabilities
Accounts receivable		6,479			—			—			6,479
Prepaid expenses		(11,286	)		—			—			(11,286	)
Accounts payable and accrued liabilities		(17,365	)		—			—			(17,365	)
Taxes payable		167,599			—			—			167,599
Deferred revenue		(18,929	)		—			—			(18,929	)
Net cash provided by operating activities - continuing operations		61,250			—			—			61,250
Net cash used in operating activities - discontinued operations		(247,549	)		—			—			(247,549	)
Net cash used in operating activities		(186,299	)		—			—			(186,299	)
Investing activities
Purchase of fixed assets		(64,711	)		—			—			(64,711	)
Net cash used in investing activities - continuing operations		(64,711	)		—			—			(64,711	)
Net cash used in investing activities - discontinued operations		—			—			—			—
Net cash used in investing activities		(64,711	)		—			—			(64,711	)
Financing activities
Change in restricted cash		(5,632	)		—			—			(5,632	)
Repayment of loan payable		4,730			—			—			4,730
Proceeds from convertible notes payable		105,000			—			—			105,000
Proceeds from issuance of common stock		382,503			—			—			382,503
Proceeds from related party notes		250,652			—			—			250,652
Repayment of related party notes		(111,766	)		—			—			(111,766	)
Net cash provided by financing activities - continuing operations		625,487			—			—			625,487
Net cash used in financing activities - discontinued operations		(401,244	)		—			—			(401,244	)
Net cash provided by in financing activities		224,243			—			—			224,243
Effect of exchange rate on cash		131,505			—			—			131,505
Net change in cash		104,738			—			—			104,738
Beginning cash balance (deficiency)		(126,073	)		—			—			(126,073	)
Ending cash balance ( excluding restricted )	$	(21,335	)	$	—		$	—		$	(21,335	)

Table of Contents  13

GREENESTONE HEALTHCARE CORPORATION

Notes to the Unaudited Consolidated Financial Statements

2. Nature of business

GreeneStone Healthcare Corporation (the “Company”) was incorporated under the laws of the state of Colorado, USA, on April 1, 1993. Effective May 2012, the Company changed its corporate name to GreeneStone Healthcare Corporation from Nova Natural Resources Corporation. As at September 30, 2015, the Company owns 100% of the outstanding shares of Greenstone Clinic Muskoka Inc., which was incorporated in 2010 under the laws of the Province of Ontario, Canada. Greenstone Clinic Muskoka Inc. provides medical services to various patients in clinics located in the regional municipality of Muskoka, Ontario, Canada.

The accompanying unaudited consolidated interim financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim consolidated financial information and Rule 8-03 of Regulation S-X. Accordingly, these consolidated interim financial statements do not include all of the information and disclosures required by accounting principles generally accepted in the United States of America for complete financial statements.

All adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation have been included in these unaudited consolidated interim financial statements. Operating results for the nine month period presented are not necessarily indicative of the results that may be expected for any other interim period or for the full year. The balance sheet at December 31, 2014 has been derived from audited financial statements. The unaudited consolidated interim financial statements should be read in conjunction with the consolidated financial statements and footnotes thereto for the year ended December 31, 2014.

3. Going concern

The Company’s consolidated interim financial statements have been prepared in accordance with US GAAP applicable to a going concern, which assumes that the Company will be able to meet its obligations and continue its operations in the normal course of business. As at September 30, 2015 the Company has a working capital deficiency of $2,673,184 and accumulated deficit of $19,868,367. Management believes that current available resources will not be sufficient to fund the Company’s planned expenditures, including past due payroll and sales tax payments, as well as estimated penalties and interest, over the next 12 months. Accordingly, the Company will be dependent upon the raising of additional capital through placement of common shares, and, or debt financing in order to implement its business plan. If the Company raises additional capital through the issuance of equity securities or securities convertible into equity, stockholders will experience dilution, and such securities may have rights, preferences or privileges senior to those of the holders of common stock or convertible senior notes. If the Company raises additional funds by issuing debt, the Company may be subject to limitations on its operations, through debt covenants or other restrictions. If the Company obtains additional funds through arrangements with collaborators or strategic partners. There is no assurance that the Company will be successful with future financing ventures, and the inability to secure such financing may have a material adverse effect on the Company’s financial condition. These consolidated interim financial statements do not include any adjustments to the amounts and classifications of assets and liabilities that might be necessary should the Company be unable to continue operations.

4. Significant accounting policies

The accounting policies of the Company are in accordance with US GAAP applied on a basis consistent with that of the preceding year. Outlined below are those policies considered particularly significant.

Table of Contents  14

GREENESTONE HEALTHCARE CORPORATION

Notes to the Unaudited Consolidated Financial Statements

4. Significant accounting policies (continued)

a) Principals of consolidation and foreign currency translation

The accompanying consolidated interim financial statements include the accounts of the Company, and its subsidiary. All inter-company transactions and balances have been eliminated on consolidation.

The Company’s subsidiary functional currency is the Canadian dollar, while the Company’s reporting currency is the U.S. dollar. All transactions initiated in Canadian dollars are translated into US dollars in accordance with ASC 830, "Foreign Currency Translation" as follows:

i) Monetary assets and liabilities at the rate of exchange in effect at the balance sheet date.

ii) Equity at historical rates.

iii) Revenue and expense items at the average rate of exchange prevailing during the period.

Adjustments arising from such translations are deferred until realization and are included as a separate component of stockholders’ deficit as a component of accumulated other comprehensive income or loss. Therefore, translation adjustments are not included in determining net income (loss) but reported as other comprehensive income (loss).

For foreign currency transactions, the Company translates these amounts to the Company’s functional currency at the exchange rate effective on the invoice date. If the exchange rate changes between the time of purchase and the time actual payment is made, a foreign exchange transaction gain or loss results which is included in determining net income for the period.

The relevant translation rates are as follows:

· For the nine month period ended September 30, 2015 the closing exchange rate was US$ 0.7466 to CDN$1.00 and the average rate was US$ 0.7946 to CDN$1.00

· For the nine month period ended September 30, 2014 the closing exchange rate was US$ 0.8929 to CDN$1.00 and the average rate was US$0.9137 to CDN$1.00.

b) Revenue recognition

The Company recognizes revenue from the rendering of services when they are earned; Specifically when all of the following conditions are met:

• the significant risks and rewards of ownership are transferred to customers and the Company retains neither continuing involvement nor effective control;

• there is clear evidence that an arrangement exists;

• the amount of revenue and related costs can be measured reliably; and

• it is probable that the economic benefits associated with the transaction will flow to the Company.

In particular, the Company recognizes:

• Fees for in-patient addiction treatments proportionately over the term of the patient’s treatment.

Deferred revenue represents monies deposited by the patients for future services to be provided by the Company. Such monies will be recognized into revenue as the patient progresses through their treatment term.

Table of Contents  15

GREENESTONE HEALTHCARE CORPORATION

Notes to the Unaudited Consolidated Financial Statements

4. Significant accounting policies (continued)

c) Use of estimates

The preparation of consolidated interim financial statements in accordance with US GAAP requires management to make estimates and assumptions that affect the recognition, measurement and disclosure of amounts reported in the consolidated interim financial statements and accompanying notes. The reported amounts, including depreciation, allowance for doubtful accounts, inventory, accounts payable and accrued liabilities and note disclosures are determined using management's best estimates based on assumptions that reflect the most probable set of economic conditions and planned courses of action. Actual results will differ from such estimates.

d) Non-monetary transactions

The Company’s policy is to measure an asset exchanged or transferred in a non-monetary transaction at the more reliable measurement of the fair value of the asset given up and the fair value of the asset received, unless:

i) The transaction lacks commercial substance;

ii) the transaction is an exchange of a product or property held for sale in the ordinary course of business for a product or property to be sold in the same line of business to facilitate sales to customers other than the parties to the exchange;

iii) neither the fair value of the asset received nor the fair value of the asset given up is reliably measurable; or

iv) the transaction is a non-monetary, non-reciprocal transfer to owners that represents a spin-off or other form of restructuring or liquidation.

e) Cash

The Company's policy is to disclose bank balances under cash, including bank overdrafts with balances that fluctuate frequently from being positive to overdrawn and term deposits with a maturity period of three months or less from the date of acquisition.

The Company has $74,660 in restricted cash held by their bank to cover against the possibility of services not performed.

f) Accounts receivable

The Company provides an allowance for doubtful accounts equal to the estimated uncollectible amounts. The Company's estimate is based on historical collection experience and a review of the current status of trade accounts receivable. It is reasonably possible that the Company's estimate of the allowance for doubtful accounts will change. At September 30, 2015 and December 31, 2014, the Company has $nil and $27,294 of allowance for doubtful accounts, respectively.

g) Financial instruments

The Company initially measures its financial assets and liabilities at fair value, except for certain non-arm's length transactions. The Company subsequently measures all its financial assets and financial liabilities at amortized cost.

Financial assets measured at amortized cost include cash and accounts receivable.

Table of Contents  16

GREENESTONE HEALTHCARE CORPORATION

Notes to the Unaudited Consolidated Financial Statements

4. Significant accounting policies (continued)

g) Financial instruments (continued)

Financial liabilities measured at amortized cost include bank indebtedness, accounts payable and accrued liabilities, harmonized sales tax payable, withholding taxes payable, convertible notes payable, loan payable and related party notes. Financial assets measured at cost are tested for impairment when there are indicators of impairment. The amount of the write down is recognized in net income. The previously recognized impairment loss may be reversed to the extent of the improvement, directly or by adjusting the allowance account, provided it is no greater than the amount that would have been reported at the date of the reversal had the impairment not been recognized previously. The amount of the reversal is recognized in net income. The Company recognizes its transaction costs in net income in the period incurred. However, financial instruments that will not be subsequently measured at fair value are adjusted by the transaction costs that are directly attributable to their origination, issuance or assumption.

FASB ASC 820 defines fair value, establishes a framework for measuring fair value in accordance with generally accepted accounting principles, and expands disclosures about fair value measurements. ASC 820 establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows:

Level 1 - Observable inputs such as quoted prices in active markets;

Level 2 - Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and

Level 3 - Unobservable inputs in which there is little or no market data, which requires the reporting entity to develop its own assumptions.

The Company does not have assets or liabilities measured at fair value on a recurring basis at September 30, 2015. The Company did not have any fair value adjustments for assets and liabilities measured at fair value on a non-recurring basis during the nine month period ended September 30, 2015.

h) Fixed assets

Fixed assets are recorded at cost. Depreciation is calculated on the declining balance method at the following annual rates:

Computer Equipment	30%
Computer Software	100%
Furniture and Equipment	30%
Medical Equipment	25%
Vehicles	30%

Leasehold improvements are depreciated using the straight-line method over the term of the lease. Half rates are used for all fixed assets in the year of acquisition.

i) Leases

Leases are classified as either capital or operating leases. Leases that transfer substantially all of the benefits and inherent risks of ownership of property to the Company are accounted for as capital leases. At the time a capital lease is entered into, an asset is recorded together with its related long-term obligation to reflect the acquisition and financing. Equipment recorded under capital leases is amortized on the same basis as described above. Payments under operating leases are expensed as incurred.

Table of Contents  17

GREENESTONE HEALTHCARE CORPORATION

Notes to the Unaudited Consolidated Financial Statements

4. Significant accounting policies (continued)

j) Income taxes

The Company uses the future income tax method to account for income taxes. Under this method, future income tax assets and liabilities are determined based on the difference between the carrying value and the tax basis of the assets and liabilities. Any change in the net amount of future income tax assets and liabilities is included in income. Future income tax assets and liabilities are determined based on enacted or substantively enacted tax rates and laws, which are expected to apply to the Company's taxable income for the periods in which the assets and liabilities will be recovered. Future income tax assets are recognized when it is more likely than not that they will be realized.

k) Earnings per share information

FASB ASC 260-10, “Earnings Per Share” provides for calculation of "basic" and "diluted" earnings per share. Basic earnings per share includes no dilution and is computed by dividing net income (loss) applicable to common shareholders by the weighted average common shares outstanding for the period. Diluted earnings per share reflect the potential dilution of securities that could share in the earnings of an entity similar to fully diluted earnings per share. The effect of computing diluted loss per share is anti-dilutive and, as such, basic and diluted loss per share is the same for the nine months ended September 30, 2015.

l) Share based expenses

ASC 718-10 "Compensation - Stock Compensation" codified SFAS No. 123 prescribes accounting and reporting standards for all stock-based payments awarded to employees, including employee stock options, restricted stock, employee stock purchase plans and stock appreciation rights that may be classified as either equity or liabilities. The Company should determine if a present obligation to settle the share-based payment transaction in cash or other assets exists. A present obligation to settle in cash or other assets exists if: (a) the option to settle by issuing equity instruments lacks commercial substance or (b) the present obligation is implied because of an entity's past practices or stated policies. If a present obligation exists, the transaction should be recognized as a liability; otherwise, the transaction should be recognized as equity.

The Company accounts for stock-based compensation issued to non-employees and consultants in accordance with the provisions of ASC 505-50 "Equity - Based Payments to Non-Employees" which codified SFAS 123 and the Emerging Issues Task Force consensus in Issue No. 96-18 ("EITF 96-18"), "Accounting for Equity Instruments that are Issued to Other Than Employees for Acquiring or in Conjunction with Selling, Goods or Services". Measurement of share-based payment transactions with non-employees shall be based on the fair value of whichever is more reliably measurable: (a) the goods or services received; or (b) the equity instruments issued. The fair value of the share-based payment transaction should be determined at the earlier of performance commitment date or performance completion date.

5. Recently adopted accounting pronouncements

Except for rules and interpretive releases of the SEC under authority of federal securities laws and a limited number of grandfathered standards, the FASB Accounting Standards Codification™ (“ASC”) is the sole source of authoritative GAAP literature recognized by the FASB and applicable to the Company.

Table of Contents  18

GREENESTONE HEALTHCARE CORPORATION

Notes to the Unaudited Consolidated Financial Statements

5. Recently adopted accounting pronouncements (continued)

In April 2015, FASB issued Accounting Standards Update (“ASU”) No. 2015-03, Interest – Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs, to simplify presentation of debt issuance costs by requiring that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. The ASU does not affect the recognition and measurement guidance for debt issuance costs. For public companies, the ASU is effective for financial statements issued for fiscal years beginning after December 15, 2015, and interim periods within those fiscal years. Early application is permitted. This updated guidance is not expected to have a material impact on our results of operations, cash flows or financial condition.

 InAugust2015,FASBissuedAccountingStandardsUpdate("ASU..) No.2015-14,..Revenuefrom Contracts withCustomers(Topic606):Deferralof theEffectiveDate"deferstheeffectivedateASUNo. 2014-09 for all entities by one year. Public business entities, certain not-for-profit entities, and certain employee benefit plans should appl) the guidance in Update 2014-09 to annual reporting periods beginningafter December 15,2017,including interim reportingperiods withinthatreporting period. Earlier application is permittedonlyas of annual reporting periods beginningafterDecember 15, 2016, including interim reporting periods within that reporting period. All other entities should apply the guidanceinUpdate2014-09 toannual reporting periods beginning after December 15,2018,andinterim reporting periodswithin annualreporting periods beginning after December15, 2019. Allother entities may apply theguidancein ASU o.2014-09earlieras of anannual reporting periodbeginning after December 15,2016, including interimreportingperiods within that reportingperiod. All otherentities also may apply the guidance in Update 2014-09 earlier as of an annual reporting period beginning after December 15, 2016, and interim reporting periods within annual reporting periods beginning one year after theannual reporting period in v.hich the entit,first applies the guidancein ASU o.2014-09.We are current!, reviewing the provisions of this ASU to determine if there will be any impact on our results of operations,cash flows or financial condition.

In September 2015, FASB issued Accounting Standards Update (..ASU"")o. 2015-16, "'Business Combinations (Topic 805): Simplifying the Accounting for Measurement-Period Adjustments" requires thatanacquirerrecognizeadjustments toprovisionalamounts thatareidentifiedduringthemeasurement periodinthereportingperiodinwhichtheadjustmentamountsaredetermined.Theamendmentsinthis Updaterequirethatthe acquirerrecord.inthe same period·sfinancial statements,theeffect on earnings of changes indepreciation, amortization, or other incomeeffects, if any, as aresult of thechangeto the provisional amounts, calculated as if the accounting had been completed at the acquisition date. For public business entities,the amendmentsare effective forfiscal years beginningafterDecember 15,2015, including interim periods within those fiscal years. The amendments should beapplied prospectively to adjustments to provisional amounts that occur after the effective date of this Update v. ith earlier application permitted for financial statements that have not been issued. For all other entities, the amendments are effective for fiscal years beginning afterDecember 15,2016, and interim periods within fiscal years beginning after December 15, 2017. The amendments should be applied prospectively to adjustments to provisional amounts that occur after the effective date of this Update with earlier application permitted forfinancialstatementsthat have not yet been made availableforissuance. We are currently reviewing the provisions of this ASU todetermine if there will be an, impact on our results of operations, cash flows orfinancialcondition

Any new accounting standards, not disclosed above, that have been issued or proposed by FASB that do not require adoption until a future date are not expected to have a material impact on the financial statements upon adoption.

6. Financial instruments

The Company is exposed to various risks through its financial instruments. The following analysis provides a measure of the Company's risk exposure and concentrations at the balance sheet date, September 30, 2015.

Table of Contents  19

GREENESTONE HEALTHCARE CORPORATION

Notes to the Unaudited Consolidated Financial Statements

6. Financial instruments (continued)

(a) Credit risk

Credit risk is the risk that one party to a financial instrument will cause a financial loss for the other party by failing to discharge an obligation. Financial instruments that subject the Company to credit risk consist primarily of accounts receivable.

Credit risk associated with accounts receivable of Greenstone Clinic Muskoka Inc. is mitigated due to the number of customers with balances outstanding, credit checks performed on our customers and frequent reviews of receivables to ensure timely collection.

In the opinion of management, credit risk associated with accounts receivable is assessed as low, is not material and remains unchanged from the prior year.

(b) Liquidity risk capital

Liquidity risk is the risk the Company will not be able to meet its financial obligations as they fall due. The Company is exposed to liquidity risk through its working capital deficiency of $2,673,184 and accumulated deficit of $19,868,367. As disclosed in note 3 above, the Company may be required to raise additional in order to implement its business plan. There is no assurance that the Company will be successful with future financing ventures, and the inability to secure such financing may have a material adverse effect on the Company’s financial condition. In the opinion of management, liquidity risk is assessed as high, material and remains unchanged from the prior year. The Company ensures that financial liabilities are placed with a financial institution with a high credit rating in order to mitigate the risk. There is a concentration risk associated with the bank indebtedness since the Company uses one financial institution.

(c) Market risk

Market risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market prices. Market risk comprises of three types of risk: interest rate risk, currency risk, and other price risk. The Company is exposed to interest rate risk and currency risk.

i. Interest rate risk

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Company has a low exposure to interest rate risk on its bank indebtedness as there is no bank indebtedness at September 30, 2015. This liability is based on floating rates of interest that have been stable during the current reporting period. In the opinion of management, interest rate risk is assessed as low, not material and remains unchanged from the prior year.

ii. Currency risk

Currency risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in foreign exchange rates. The Company is subject to currency risk as its subsidiaries operate in Canada and are subject to fluctuations in the Canadian dollar. Most of the Company’s financial assets and liabilities are denominated in Canadian dollars. Based on the net exposures at September 30, 2015, a 5% depreciation or appreciation of the Canadian dollar against the U.S. dollar would result in an approximate $8,400 increase or decrease in the Company’s after-tax net loss from continuing operations. The Company has not entered into any hedging agreements to mediate this risk. In the opinion of management, currency risk is assessed as low, material and remains unchanged from the prior year.

Table of Contents  20

GREENESTONE HEALTHCARE CORPORATION

Notes to the Unaudited Consolidated Financial Statements

6. Financial instruments (continued)

iii. Other price risk

Other price risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market prices (other than those arising from interest rate risk or currency risk), whether those changes are caused by factors specific to the individual financial instrument or its issuer, or factors affecting all similar financial instruments traded in the market. In the opinion of management, the Company is not exposed to this risk and remains unchanged from the prior year.

7. Accounts receivable

The consolidated accounts receivable balance consists primarily of amounts due from the following parties:

	September 30, 2015		December 31, 2014
Treatment program	$	41,725	$	175,585
Outpatient services		—		16,541
		41,725		192,126
Allowance for bad debts		—		(27,294	)
	$	41,725	$	164,832

8. Due from the sale of Subsidiary

On December 17, 2014, the Company completed the sale of all the outstanding shares of the Endoscopy clinic, for the sum of CDN$1,282,002, comprised of the agreed purchase price of CDN$1,250,000 and the acquisition of net assets at closing of CDN$32,002 The sale price of CDN$1,282,002 included the assumption by the buyer of debt in the same amount as the sale price, which debt is owed by the Endoscopy clinic to the Company in the amount of CDN$895,460 and to the buyer of CDN$386,542. At closing, the buyer offset the assumed debt to the registrants of CDN$895,460 by CDN$277,500 through the cancellation of 2,408,268 shares of the Company’s common stock, for a net amount due to the Company of CDN$617,960. This debt is owed by the buyer to the Company in the form of an interest bearing note with a coupon of 5% per annum. The note was originally due on June 30, 2015 which was recently extended to December 31, 2015. The amount outstanding of CDN$617,960 was revalued at US$461,369 and US$493,806 as of September 30, 2015 and December 31, 2014, respectively. The interest due on the note amounted to CDN$29,628 as of September 30, 2015 and was revalued at US$22,120 as of September 30, 2015. Management has evaluated this receivable and believes that this receivable is collectible and no reserve is deemed necessary.

The amount due on the sale if subsidiary is as follows:

	September 30, 2015		December 31, 2014
Note payable	$	461,369	$	493,806
Accrued interest		22,120		—
	$	483,489	$	493,806

Table of Contents  21

GREENESTONE HEALTHCARE CORPORATION

Notes to the Unaudited Consolidated Financial Statements

9. Fixed assets

Fixed assets consist of the following:

						Net Book Value
	Cost		Accumulated Amortization			September 30, 2015		December 31, 2014
Computer equipment	$	21,278	$	(14,745	)	$	6,533	$	7,352
Computer software		9,848		(3,693	)		6,155		—
Furniture and equipment		351,210		(248,350	)		102,860		114,306
Medical equipment		4,490		(3,356	)		1,134		1,391
Vehicles		64,175		(40,723	)		23,452		40,023
Leasehold improvements		142,793		(70,405	)		72,388		93,471
	$	593,794	$	(381,272	)	$	212,522	$	256,543

10. Loans payable

The Company has an automobile loan payable bearing interest at 4.49% with blended monthly payments of CAN$835 that matures March 2018. The loan is secured by a vehicle with a net book value as at September 30, 2015 of $ 13,566.

	September 30, 2015		December 31, 2014
Short term portion of automobile loan payable	$	6,830	$	7,625
Long term portion of automobile loan payable		10,837		18,460
	$	17,667	$	26,085

Estimated principal re-payments are as follows:

	Amount
2015	$	1,679
2016		6,907
2017		7,224
2018		1,857
	$	17,667

11. Short-term convertible loan

In May 2013 the company entered into a promissory note of up to $500,000 where the maturity date is one year after the lender provides the borrower with funds. A one-time interest rate of 12% is applied in case of non-payment within the initial 90 days. The note is convertible at the lesser of $0.30 or 70% of the lowest trading price in the 25 trading days prior to conversion. In 2014 the Company received $105,000 in proceeds and converted $127,076 into 2,245,991 shares of common stock. As of December 31, 2014 the net balance of this loan amounted to $30,258 comprised of a principal balance of $42,466 and a net debt discount of $12,208. During the nine months ended September 30, 2015 the Company made cash payments amounting to $34,350 principal plus interest of $6,870 and converted $8,117 through the issuance of 300,000 shares of common stock to repay the loan in full.

Table of Contents  22

GREENESTONE HEALTHCARE CORPORATION

Notes to the Unaudited Consolidated Financial Statements

12. Taxes payable

The Company has taxes, interest and penalties payable at September 30, 2015 and December 31, 2014 as follows:

	September 30, 2015		December 31, 2014
Harmonized sales tax	$	527,483	$	590,919
Payroll taxes		1,976,470		2,065,378
US Taxes and penalties		150,000		150,000
	$	2,653,953	$	2,806,297

The Company intends to raise funds to settle the outstanding tax liabilities. There is no guarantee that we will raise sufficient funds to  settle the outstanding liability within the next twelve months.

13. Related party transactions

A portion of related party notes is due to Greenstone Clinic Inc. in the amount of $66,878 and $84,736 as of September 30, 2015 and December 31, 2014, respectively. The Company is related to Greenstone Clinic Inc. as it is controlled by one of the Company’s directors. The balance owing is non-interest bearing, not secured and has no specified terms of repayment.

The Company also has a receivable balance of $48,400 due from one of the Company’s directors and a short-term receivable from the Endoscopy Clinic, which was recently sold, of $9,037. Both of these related party receivables are non-interest bearing, and have no specific repayment terms

The Company had management fees totaling $96,705 and $68,163 during the nine months ended September 30, 2015 and 2014, respectively to the director (Greenstone Clinic Inc.) for services, which are included in management fees.

The Company entered into an agreement to lease premises from Cranberry Cove Holdings Ltd. at market terms. The Company had rental expense amounting to $263,568 and $333,639 during the nine months ended September 30, 2015 and 2014, respectively. Cranberry Cove Holdings Ltd. is related to the Company by virtue of its shareholder being a director of the Company.

All related party transactions occur in the normal course of operations and are measured at the exchange amount, as agreed upon by the related parties.

14. Stockholders’ deficit

Common shares

Authorized

On June 30, 2012, the Company filed a Certificate of Amendment with the Colorado Secretary of State to increase the aggregate number of shares, which the Company has authority to issue to one hundred million (100,000,000) common shares, issued at $0.01 par value per share from 50,000,000 common shares with par value at $0.01. The amendment was approved by the Colorado Secretary of State in May 2012.

On March 25, 2013, the Company filed a certificate of Amendment with the Colorado Secretary of State to increase the aggregate number of shares which the Company has the authority to issue to five hundred million (500,000,000) common shares, issued at $0.01 par value per share from 100,000,000 common shares with par value at $0.01. The amendment was approved by the Colorado Secretary of State on March 26, 2013.

Issued and outstanding

The Company has a total of 47,738,855 and 46,131,764 issued and outstanding common shares as at September 30, 2015 and December 31, 2014, respectively.

Table of Contents  23

GREENESTONE HEALTHCARE CORPORATION

Notes to the Unaudited Consolidated Financial Statements

14. Stockholders’ deficit (continued)

The Company issued 300,000 shares of its common stock to satisfy its obligations under the conversion of an aggregate principal amount of $8,117 of convertible promissory notes for the nine months ended September 30, 2015.

The Company adjusted previously issued 2,909 common shares pursuant to convertible note conversions to reflect currency exchange differences.

The Company issued 250,000 shares of its common stock as compensation for $25,000 of services rendered for the nine months ended September 30, 2015.

The holders of 106,000 Series “B” preferred shares converted their shares into 1,060,000 common shares on April 30, 2015 at a conversion factor of 10:1.

Preferred shares

Authorized

On March 25, 2013, the Company, under the certificate of amendment filed above also to authorize three million (3,000,000) series A convertible preferred shares with a par value of $0.01 per share, and also to authorize ten million (10,000,000) series B convertible preferred shares, par value $0.01 per share. Each series B convertible preferred share is convertible into 10 Common shares. The amendment was approved by the Colorado Secretary of State on March 26, 2013.

Issued and outstanding

The Company had no issued and outstanding preferred shares as at September 30, 2015.

The holders of 106,000 Series “B” preferred shares converted their shares into 1,060,000 common shares on April 30, 2015 at a conversion factor of 10:1.

The options outstanding are as follows as of September 30, 2015:

	Number of options outstanding		Weighted average exercise price per share
Outstanding at December 31, 2014		6,780,000	$	0.139
Granted		—		—
Cancelled/forfeited		—		—
Expired		—		—
Exercised		—		—
Outstanding at September 30, 2015		6,780,000	$	0.139

15. Income taxes

Current or future U.S. federal income tax provision or benefits have not been provided for any of the periods presented because the Company has experienced operating losses since inception. Under ASC 740 “Income Taxes,” when it is more likely than not that a tax asset cannot be realized through future income the Company must allow for this future tax benefit. The Company has provided a full valuation allowance on the net future tax asset, consisting of net operating loss carry forwards, because management has determined that it is more likely than not that they will not earn income sufficient to realize the future tax assets during the carry forward period.

Table of Contents  24

GREENESTONE HEALTHCARE CORPORATION

Notes to the Unaudited Consolidated Financial Statements

15. Income taxes (continued)

The Company has not taken a tax position that, if challenged, would have a material effect on the financial statements for the nine months ended September 30, 2015, applicable under ASC 740. As a result of the adoption of ASC 740, the Company did not recognize any adjustment to the liability for uncertain tax position and therefore did not record any adjustment to the beginning balance of accumulated deficit on the balance sheet.

The components of the Company’s future tax asset as at September 30, 2015 and December 31, 2014 are as follows:

	September 30, 2015			December 31, 2014
Net operating loss carry forward	$	19,868,367		$	19,566,029
Valuation allowance		(19,868,367	)		(19,566,029	)
Outstanding at September 30, 2015	$	—		$	—

A reconciliation of income taxes computed at the 35% statutory rate to the income tax recorded is as follows:

	September 30, 2015			December 31, 2014
Tax benefit at statutory rate	$	105,818		$	570,870
Valuation allowance		(105,818	)		(570,870	)
Net future tax asset	$	—		$	—

The Company did not pay any income taxes during the nine month period ended September 30, 2015 and the year ended December 31, 2014.

The net federal operating loss carry forwards will expire in 2024 through 2034. This carry forward may be limited upon the consummation of a business combination under IRC Section 381. 

Table of Contents  25

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Forward-Looking Statements

This quarterly report on Form 10-Q and other reports filed by GreeneStone Healthcare Corp. (“we,” “us,” “our,” or the “Company”) from time to time with the SEC contain or may contain forward-looking statements and information that are based upon beliefs of, and information currently available to, the Company’s management as well as estimates and assumptions made by Company’s management. Readers are cautioned not to place undue reliance on these forward-looking statements, which are only predictions and speak only as of the date hereof. When used in the filings, the words “anticipate,” “believe,” “estimate,” “expect,” “future,” “intend,” “plan,” or the negative of these terms and similar expressions as they relate to the Company or the Company’s management identify forward-looking statements. Such statements reflect the current view of the Company with respect to future events and are subject to risks, uncertainties, assumptions, and other factors. Should one or more of these risks or uncertainties materialize, or should the underlying assumptions prove incorrect, actual results may differ significantly from those anticipated, believed, estimated, expected, intended, or planned.

Although the Company believes that the expectations reflected in the forward-looking statements are reasonable, the Company cannot guarantee future results, levels of activity, performance, or achievements. Except as required by applicable law, including the securities laws of the United States, the Company does not intend to update any of the forward-looking statements to conform these statements to actual results.

Our financial statements are prepared in accordance with accounting principles generally accepted in the United States (“GAAP”). These accounting principles require us to make certain estimates, judgments, and assumptions. We believe that the estimates, judgments and assumptions upon which we rely are reasonable based upon information available to us at the time that these estimates, judgments, and assumptions are made. These estimates, judgments, and assumptions can affect the reported amounts of assets and liabilities as of the date of the financial statements as well as the reported amounts of revenues and expenses during the periods presented. Our financial statements would be affected to the extent there are material differences between these estimates. This discussion and analysis should be read in conjunction with the Company’s financial statements and accompanying notes to the financial statements for the quarter ended September 30, 2015.

Plan of Operation

During the next twelve months, the Company plans to continue its operations as a provider of addiction treatment services, and to expand by way of acquisition of new facilities.

The Company believes that it will need a minimum of $3,000,000 to cover its planned operations over the next 12 months. This estimate includes (i) $250,000 for marketing and (ii) $2,750,000 for tax obligations.

Results of Operations

For the three Months Ended September 30, 2015 and the three months ended September 30, 2014

Revenue

During the three months ended September 30, 2015, revenues decreased to $848,767 from $1,197,121 during the three months ended September 30, 2014, a decrease of $348,354. This decrease is primarily due to the Cdn$ – US$ exchange rate as the Company receives its revenues in Canadian dollars and the nine month exchange average is down 12 cents versus prior year, in addition management is focused on generating more profitable revenues.

Operating Expenses

Operating expenses for the three months ended September 30, 2015, were $710,558, compared to $989,608 for the three months ended September 30, 2014, a decrease of $279,050, the decrease can be attributed to; i) a decrease in the average exchange rate between the Canadian Dollar and the US Dollar of approximately $130,000; and ii) a decrease in salaries expense and general administrative expenses associated with the Muskoka clinic.

Table of Contents  26

Other Expense

Other expense consist of the elimination of minor receivables balances on the disposal of the Endoscopy clinics in the prior year.

Interest income

Interest income represents the interest receivable on the note receivable on the sale of the Endoscopy unit during the prior year.

Interest Expense

Interest expense primarily consists of an accrual for interest on the outstanding payroll tax liability.

Foreign exchange movements

Foreign exchange movements arise due to the revaluation of balances between Greenstone Healthcare Corporation and its wholly owned company, Greenstone Clinic Muskoka and a receivable from the sale of the Endoscopy clinic which is denominated in Canadian Dollars. The charge for the current quarter is due to the relative strength of the US Dollar.

Net Income (loss) from Continuing Operations

The net income from continuing operations was $46,516, compared to $197,693 during the three months ended September 30, 2015 and 2014, respectively, a decrease of $151,177 due to the reasons discussed above.

Net Loss from Discontinued Operations

During the three months ended September 30, 2015, the net loss from discontinued operations was $nil, compared to a loss of $102,241 during the three months ended September 30, 2014.

For the Nine Months Ended September 30, 2015, Compared to the Nine Months Ended September 30, 2014

Revenue

Revenues were $2,477,413 and $2,812,940 for the nine months ended September 30, 2015 and 2014, respectively, a decrease of $335,527. The decrease in revenues is primarily affected by the relative strength of the US Dollar over the Canadian $, with revenues from the clinic’s core line of business actually increasing 5% in Canadian Dollars, offset by a revenue decline of approximately CDN$120,000 in the aftercare line of business.

Operating Expenses

Operating expenses for the nine months ended September 30, 2015, were $2,524,698, compared to $3,533,579 for the nine months ended September 30, 2014, a decrease of $1,008,881. The 2014 expenses included $624,596 compensation expense for options issued to a former employee. There was no comparable expense during 2015, the remainder of the decrease is due to lower salary and general and administrative costs, and the effects of the relative strength of the US dollar over the prior year.

Other Expense

Other expense consist of the elimination of minor receivables balances on the disposal of the Endoscopy clinics in the prior year.

Interest income

Interest income represents the interest receivable on the note receivable on the sale of the Endoscopy unit during the prior year.

Interest Expense

Interest expense primarily consists of an accrual for interest on the outstanding payroll tax liability.

Foreign exchange movements

Foreign exchange movements arise due to the revaluation of balances between Greenstone Healthcare Corporation and its wholly owned company, Greenstone Clinic Muskoka and a receivable from the sale of the Endoscopy clinic which is denominated in Canadian Dollars. The charge for the current quarter is due to the relative strength of the US Dollar.

Table of Contents  27

Net loss from Continuing Operations

The net loss from continuing operations was $302,338, compared to $1,004,318 during the nine months ended September 30, 2015 and 2014, respectively, a decrease of $701,980 due to the reasons discussed above.

Net Loss from Discontinued Operations

During the nine months ended September 30, 2015, the net loss from discontinued operations was $nil, compared to a loss of $200,161 during the nine months ended September 30, 2014.

Liquidity and Capital Resources

The following table summarizes working capital at September 30, 2015

	September 30, 2015
Current assets	$	589,030
Current liabilities		3,262,214
Working capital deficit	$	2,673,184

Over the next twelve months, we believe that our existing capital combined with our anticipated cash flow from operations will be sufficient to sustain our current operations. It is anticipated that we will need to sell additional equity and/or debt securities in the event we locate potential mergers and/or acquisitions and will be dependent upon the raising of additional capital in order to implement its business plan. There is no assurance that the Company will be successful with future financing ventures, and the inability to secure such financing may have a material adverse effect on the Company’s financial condition. In the opinion of management, the Company’s liquidity risk is assessed as high and remains unchanged from the prior year.

Table of Contents  28

PART II – OTHER INFORMATION

Item 1. Legal Proceedings.

We are currently not involved in any litigation that we believe could have a material adverse effect on our financial condition or results of operations. There is no action, suit, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the executive officers of our company or any of our subsidiaries, threatened against or affecting our company, our common stock, any of our subsidiaries or of our companies or our subsidiaries’ officers or directors in their capacities as such, in which an adverse decision could have a material adverse effect.

Item 1A. Risk Factors.

Not applicable to a smaller reporting company.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

On March 31, 2015, we issued an aggregate of 7,850 shares of our common stock to four (4) holders of convertible notes as an adjustment to the number of shares those holders received for a prior conversion of their notes. The number of shares that were issued to the holders was based on a conversion price that was in U.S. dollars and the principal amount of the note being converted was in Canadian Dollars. The adjustment accounted for increase in the principal amount when it was changed into U.S. dollars.

On March 31, 2015, the Company issued 250,000 shares of its common stock to consultant under a consulting agreement. The services were valued at $25,000.

On March 5, 2015, the Company issued an aggregate of 106,000 shares of its Series B Convertible Preferred Stock (“Series B Preferred”) to two principals of its outside legal counsel. The shares of the Series B Preferred are convertible into 1,060,000 shares of Common Stock. The issuance of the Series B Preferred was issued for professional services valued at $31,800.

On January 14, 2015, the Company issued 300,000 shares of its common stock to JMJ Financial for the conversion of $3,000 of principal amount of a convertible note held by JMJ.

On April 30, 2015, the series “B” shareholders converted their entire shareholding of 106,000 Series “B” shares into 1,060,000 common shares at a conversion ratio of 10:1.

The shares of the Company’s common stock issued during the nine month period ended September 30, 2015 as described above qualified for an exemption under Section 4(a)(2) of the Securities Act of 1933, because the issuance of shares by the Company did not involve a public offering. The offering was not a “public offering” as defined in Section 4(a)(2) due to the insubstantial number of persons involved in each of the issuances, size of the offering, manner of the offering and number of shares offered. Based on an analysis of the above factors, the Company has met the requirements to qualify for exemption under Section 4(a)(2) of the Securities Act for the above securities transaction.

Item 3. Defaults upon Senior Securities.

There were no defaults upon senior securities during the nine months ended September 30, 2015.

Item 4. Mine Safety Disclosures.

Not applicable.

Item 5. Other Information.

There is no other information required to be disclosed under this item which was not previously disclosed.

Table of Contents  29

Item 6. Exhibits.

Exhibit No.		Description
31.1		Certification of Principal Executive Officer and Principal Financial Officer, pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 302 of 2002 *
32.1		Certification of Principal Executive Officer and Principal Financial Officer, pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 *
101.INS		XBRL Instance *
101.SCH		XBRL Taxonomy Extension Schema *
101.CAL		XBRL Taxonomy Extension Calculation *
101.DEF		Taxonomy Extension Definition *
101.LAB		Taxonomy Extension Labels *
101.PRE	Taxonomy Extension Presentation *

* filed herewith

SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Name: Shawn E. Leon

Title: Chief Executive Officer

Chief Financial Officer

(Principal Executive Officer)

(Principal Financial and Principal Accounting Officer)

		GREENESTONE HEALTHCARE CORP.
Date:	November 13, 2015	By: /s/ Shawn E. Leon

Table of Contents  30

EX-31.1

Exhibit 31.1

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER

PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Shawn E. Leon, certify that:

1. I have reviewed this Form 10-Q of GreeneStone Healthcare Corporation;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods present in this report;

4. Along with the Principal Financial Officer, I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13-a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financing reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involved management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: November 13, 2015

By:/s/ Shawn E. Leon

Shawn E. Leon

Principal Executive Officer

EX-32.1

Exhibit 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with this Quarterly Report of GreeneStone Healthcare Corporation (the “Company”), on Form 10-Q for the period ended September 30, 2015, as filed with the U.S. Securities and Exchange Commission on the date hereof, I, Shawn E. Leon, Principal Executive Officer of the Company, certify to the best of my knowledge, pursuant to 18 U.S.C. Sec. 1350, as adopted pursuant to Sec. 906 of the Sarbanes-Oxley Act of 2002, that:

(1) Such Quarterly Report on Form 10-Q for the period ended September 30, 2015, fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in such Quarterly Report on Form 10-Q for the period ended September 30, 2015, fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: November 13, 2015

By:/s/ Shawn E. Leon

Shawn E. Leon

Principal Financial Officer

XML

8. Due from the sale of Subsidiary (Details Narrative) - USD ($)	Sep. 30, 2015	Dec. 31, 2014
Sale of Subsidiary, Consideration Received	$ 483,489	$ 493,806
Endoscopy Sale Price | Canada, Dollars
Sale of Subsidiary, Consideration Received	1,282,001
Purchase Price | Canada, Dollars
Sale of Subsidiary, Consideration Received	1,250,000
Acquisition of Assets | Canada, Dollars
Sale of Subsidiary, Consideration Received	$ 32,001

XML

14. Stockholders deficit (Details Narrative) - USD ($)	6 Months Ended	9 Months Ended		12 Months Ended
	Jun. 30, 2015	Sep. 30, 2015	Sep. 30, 2014	Dec. 31, 2014	Mar. 31, 2015
Common Stock Par Value		$ 0.01		$ 0.01
Common Stock Shares Authorized		500,000,000		500,000,000
Common Stock Shares Issued		47,738,855		46,131,764
Common Stock Shares Outstanding		47,738,855		46,131,764
Preferred Stock Par Value		$ 0.01		$ 0.01
Preferred Stock Shares Authorized		10,000,000		10,000,000
Stock Issued, Promissory Note, Value		$ 8,117
Stock Issued, Services, Value		$ 56,906	$ 624,596
Aftercare
Options Granted				3,600,000
Options Granted, Value				$ 312,248
Options Granted, Exercise Price				$ 0.20
Investor Relations
Options Granted				300,000
Options Granted, Value				$ 34,418
Options Granted, Exercise Price				$ 0.00333
CFO
Options Granted				480,000
Options Granted, Value				$ 20,844
Options Granted, Exercise Price				$ 0.12
Preferred Class A [Member]
Preferred Stock Par Value				$ 0.01	$ 0.01
Preferred Stock Shares Authorized				3,000,000	3,000,000
Preferred Class B [Member]
Preferred Stock Par Value				$ 0.01	$ 0.01
Preferred Stock Shares Authorized				10,000,000	10,000,000
Stock Issued, Services, Shares	106,000
Stock Issued, Services, Value	$ 56,906

XML

13. Related party transactions (Details Narrative) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2015	Sep. 30, 2014	Sep. 30, 2015	Sep. 30, 2014	Dec. 31, 2014
Related Party Notes Payable	$ 9,441		$ 9,441		$ 51,336
Management Fees			96,705	$ 68,163
Rent Expense	84,176	$ 82,839	263,568	$ 333,639
Greenestone Clinic
Related Party Notes Payable	$ 66,878		$ 66,878		$ 66,878

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3. Going concern (Details Narrative)	Sep. 30, 2015 USD ($)
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Working Capital Deficiency	$ 2,673,184
Accumulated Deficit	$ 19,868,367

XML

7. Accounts receivable (Tables)

9 Months Ended

Sep. 30, 2015

Receivables [Abstract]

Accounts Receivable

	September 30, 2015		December 31, 2014
Treatment program	$	41,725	$	175,585
Outpatient services		—		16,541
		41,725		192,126
Allowance for bad debts		—		(27,294	)
	$	41,725	$	164,832

XML

15. Income taxes - Reconciliation of Income Taxes (Details) - USD ($)	9 Months Ended	12 Months Ended
	Sep. 30, 2015	Dec. 31, 2014
Income Tax Disclosure [Abstract]
Tax benefit at statutory rate	$ 105,818	$ 570,870
Valuation allowance	$ (105,818)	$ (570,870)
Net future tax asset

XML

10. Loans payable - Estimated Principal Repayments (Details)	Sep. 30, 2015 USD ($)
Payables and Accruals [Abstract]
2015	$ 1,679
2016	6,907
2017	7,224
2018	1,857
Total	$ 17,667

XML

7. Accounts receivable - Accounts Receivable (Details) - USD ($)	Sep. 30, 2015	Dec. 31, 2014
Accounts Receivable	$ 41,725	$ 192,126
Reserve for Doubtful accounts		27,294
Accounts Receivable	$ 41,725	164,832
Treatment Program
Accounts Receivable	$ 41,725	175,585
Outpatient Services
Accounts Receivable		$ 16,541

XML

14. Stockholders' deficit - Options Outstanding (Details)	9 Months Ended
	Sep. 30, 2015 USD ($) $ / shares shares
Equity [Abstract]
Beginning balance, shares | $	$ 6,780,000
Beginning Balance, weighted average exercise price	$ 0.139
Options Granted, shares | shares
Options granted, price
Options Cancelled, shares | shares
Options cancelled, price
Options Exercised, shares | shares
Options Exercised, price

XML

3. Going concern

9 Months Ended

Sep. 30, 2015

Organization, Consolidation and Presentation of Financial Statements [Abstract]

3. Going concern

3. Going concern

The Company’s consolidated interim financial statements have been prepared in accordance with US GAAP applicable to a going concern, which assumes that the Company will be able to meet its obligations and continue its operations in the normal course of business. As at September 30, 2015 the Company has a working capital deficiency of $2,673,184 and accumulated deficit of $19,868,367. Management believes that current available resources will not be sufficient to fund the Company’s planned expenditures, including past due payroll and sales tax payments, as well as estimated penalties and interest, over the next 12 months. Accordingly, the Company will be dependent upon the raising of additional capital through placement of common shares, and, or debt financing in order to implement its business plan. If the Company raises additional capital through the issuance of equity securities or securities convertible into equity, stockholders will experience dilution, and such securities may have rights, preferences or privileges senior to those of the holders of common stock or convertible senior notes. If the Company raises additional funds by issuing debt, the Company may be subject to limitations on its operations, through debt covenants or other restrictions. If the Company obtains additional funds through arrangements with collaborators or strategic partners. There is no assurance that the Company will be successful with future financing ventures, and the inability to secure such financing may have a material adverse effect on the Company’s financial condition. These consolidated interim financial statements do not include any adjustments to the amounts and classifications of assets and liabilities that might be necessary should the Company be unable to continue operations.

XML

10. Loans payable (Details Narrative)	9 Months Ended
	Sep. 30, 2015 USD ($)
Payables and Accruals [Abstract]
Auto Loan Interest Rate	4.49%
Auto Loan Monthly Payment	$ 835
Net book value	$ 13,566

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12. Taxes payable (Tables)

9 Months Ended

Sep. 30, 2015

Notes to Financial Statements

Taxes Payable

	September 30, 2015		December 31, 2014
Harmonized sales tax	$	527,483	$	590,919
Payroll taxes		1,976,470		2,065,378
US Taxes and penalties		150,000		150,000
	$	2,653,953	$	2,806,297

XML

10. Loans payable (Tables)

9 Months Ended

Sep. 30, 2015

Payables and Accruals [Abstract]

Loans Payable

	September 30, 2015		December 31, 2014
Short term portion of automobile loan payable	$	6,830	$	7,625
Long term portion of automobile loan payable		10,837		18,460
	$	17,667	$	26,085

Estimated Principal Repayments

	Amount
2015	$	1,679
2016		6,907
2017		7,224
2018		1,857
	$	17,667

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11. Short term convertible loan (Details Narrative) - USD ($)	9 Months Ended	12 Months Ended
	Sep. 30, 2015	Dec. 31, 2014
Convertible Notes, Converted Amount	$ 8,117	$ 127,076
Convertible Notes, Converted, Shares Issued	300,000	2,245,991
Net Balance
Convertible Loan Payable		$ 30,258
Principal Balance
Convertible Loan Payable		42,466
Debt Discount
Convertible Loan Payable		$ 12,208

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14. Stockholders' deficit (Tables)

9 Months Ended

Sep. 30, 2015

Equity [Abstract]

Options Outstanding

	Number of options outstanding		Weighted average exercise price per share
Outstanding at December 31, 2014		6,780,000	$	0.139
Granted		—		—
Cancelled/forfeited		—		—
Expired		—		—
Exercised		—		—
Outstanding at September 30, 2015		6,780,000	$	0.139

XML

15. Income taxes (Tables)

9 Months Ended

Sep. 30, 2015

Income Tax Disclosure [Abstract]

Future Tax Asset

	September 30, 2015			December 31, 2014
Net operating loss carry forward	$	19,868,367		$	19,566,029
Valuation allowance		(19,868,367	)		(19,566,029	)
Outstanding at September 30, 2015	$	—		$	—

Reconciliation of Income Taxes

	September 30, 2015			December 31, 2014
Tax benefit at statutory rate	$	105,818		$	570,870
Valuation allowance		(105,818	)		(570,870	)
Net future tax asset	$	—		$	—

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2. Nature of business

9 Months Ended

Sep. 30, 2015

Organization, Consolidation and Presentation of Financial Statements [Abstract]

2. Nature of business

2. Nature of business

GreeneStone Healthcare Corporation (the “Company”) was incorporated under the laws of the state of Colorado, USA, on April 1, 1993. Effective May 2012, the Company changed its corporate name to GreeneStone Healthcare Corporation from Nova Natural Resources Corporation. As at September 30, 2015, the Company owns 100% of the outstanding shares of Greenstone Clinic Muskoka Inc., which was incorporated in 2010 under the laws of the Province of Ontario, Canada. Greenstone Clinic Muskoka Inc. provides medical services to various patients in clinics located in the regional municipality of Muskoka, Ontario, Canada.

The accompanying unaudited consolidated interim financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim consolidated financial information and Rule 8-03 of Regulation S-X. Accordingly, these consolidated interim financial statements do not include all of the information and disclosures required by accounting principles generally accepted in the United States of America for complete financial statements.

All adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation have been included in these unaudited consolidated interim financial statements. Operating results for the nine month period presented are not necessarily indicative of the results that may be expected for any other interim period or for the full year. The balance sheet at December 31, 2014 has been derived from audited financial statements. The unaudited consolidated interim financial statements should be read in conjunction with the consolidated financial statements and footnotes thereto for the year ended December 31, 2014.

XML

1. Restatement of Previously Issued Financial Statements - Restatement of Previously Issued Financial Statements (Details) - USD ($)	3 Months Ended		9 Months Ended		12 Months Ended
	Sep. 30, 2015	Sep. 30, 2014	Sep. 30, 2015	Sep. 30, 2014	Dec. 31, 2014	Dec. 31, 2013
CURRENT ASSETS
Cash	$ 30,780	$ (21,335)	$ 30,780	$ (21,335)	$ 88,152	$ (126,073)
Accounts receivable	41,725		41,725		164,832
Prepaid expenses	33,036		33,036		46,267
Total current assets	589,030		589,030		793,057
NON CURRENT ASSETS:
Cash - restricted	74,660		74,660		86,200
Total assets	876,212		876,212		1,135,800
CURRENT LIABILITIES
Accounts payable and accrued liabilities	524,812		524,812		808,971
Deferred revenue	67,178		67,178		143,839
Total current liabilities	3,262,214		3,262,214		3,847,826
Total Liabilities	3,273,051		3,273,051		3,866,286
STOCKHOLDERS' DEFICIT
Common stock	477,389		477,389		461,318
Additional paid-in capital	16,177,534		16,177,534		16,129,038
Accumulated other comprehensive loss	816,605		816,605		245,187
Accumulated deficit	(19,868,367)		(19,868,367)		(19,566,029)
Total Stockholders' Deficit	(2,396,839)		(2,396,839)		(2,730,486)	$ (3,070,336)
Total Liabilities and Stockholders' Deficit	876,212		876,212		1,135,800
Revenues	848,767	1,197,121	2,477,413	2,812,940
Operating expenses
Depreciation	22,863	20,718	70,303	61,861
Rent	425,324	576,618	1,339,029	2,348,790
Total operating expenses	138,209	207,513	(47,285)	(720,639)
Interest expense			$ (302,338)	(795,157)
Income (loss) from continuing operations		102,241		209,161
Net loss applicable to common shareholders	46,516	95,452	$ (302,338)	(1,004,318)
Foreign currency translation adjustment	240,531	124,131	571,418	131,505
Total comprehensive loss	287,047	$ 219,583	269,080	(872,813)
Cash flows from operating activities:
Net income (loss) - continuing operations			(302,338)		$ (1,900,273)
Adjustment to reconcile net loss to net cash used in operating activities:			$ 70,303	61,861
Movement in bad debts provision				(12,078)
Stock issued for services			$ 56,906	624,596
Changes in operating assets and liabilities
Accounts receivable			123,106	6,479
Prepaid expenses			13,231	(11,286)
Accounts payable and accrued liabilities			(284,159)	(17,365)
Taxes payable			(152,344)	167,599
Deferred revenue			(76,661)	(18,929)
Net cash used in operating activities - continuing operations			$ (529,386)	61,250
Net cash used in operating activities - discontinued operations				(247,549)
Net cash used in operating activities			$ (529,386)	(186,299)
Investing activities
Purchase of fixed assets			26,281	64,711
Net cash used in investing activities - continuing operations			$ (26,281)	$ (64,711)
Net cash used in investing activities
Financing activities
Change in restricted cash			$ 11,540	$ 4,730
Proceeds from convertible notes payable				105,000
Proceeds from related party notes				250,652
Repayment of related party notes			$ 41,876	111,766
Net cash used in financing activities - continuing operations			$ (73,123)	625,487
Net cash used in financing activities - discontinued operations				(401,244)
Net cash used in financing activities			$ (73,123)	$ 224,243
Effect of exchange rate on cash	$ (73,157)		(145,576)
Net change in cash			$ (57,372)	$ 104,738
Previously Reported [Member]
CURRENT ASSETS
Cash
Accounts receivable		$ 200,103		$ 200,103
Prepaid expenses		95,810		95,810
Current assets - held for sale		354,986		354,986
Total current assets		650,899		650,899
NON CURRENT ASSETS:
Cash - restricted		89,290		89,290
Fixed assets		286,096		286,096
Long term assets - held for resale		220,574		220,574
Total assets		1,246,859		1,246,859
CURRENT LIABILITIES
Bank overdraft		21,355		21,355
Accounts payable and accrued liabilities		423,242		423,242
Taxes payable		2,539,518		2,539,518
Deferred revenue		88,546		88,546
Short term loan		82,962		82,962
Current portion of loan payable		7,811		7,811
Related party payables		394,998		394,998
Current liabilities - held for resale		297,286		297,286
Total current liabilities		3,855,698		3,855,698
Loan payable		21,130		21,130
Total Liabilities		3,876,828		3,876,828
STOCKHOLDERS' DEFICIT
Common stock		476,930		476,930
Additional paid-in capital		8,756,610		8,756,610
Accumulated other comprehensive loss		395,640		395,640
Accumulated deficit		(12,259,149)		(12,259,149)
Total Stockholders' Deficit		(2,629,969)		(2,629,969)
Total Liabilities and Stockholders' Deficit		1,246,859		1,246,859
Revenues		$ 1,197,121		$ 2,812,940
Cost of services provided
Gross margin		$ 1,197,121		$ 2,812,940
Operating expenses
Depreciation		20,718		61,861
General and administrative		193,813		540,508
Management fees		55		68,163
Professional fees		115,565		180,618
Rent		82,839		333,639
Salaries and wages		576,618		1,724,194
Total operating expenses		989,608		2,908,983
Net operating income (loss)		207,513		(96,043)
Interest expense		2,640		(18,988)
Income (loss) from continuing operations		210,152		(115,031)
Loss from discontinued operations, net of tax		(102,241)		(209,161)
Net loss applicable to common shareholders		107,911		(324,192)
Foreign currency translation adjustment		124,131		131,505
Total comprehensive loss		232,042		(192,687)
Cash flows from operating activities:
Net loss from discontinued operations		$ (102,241)		(209,161)
Net income (loss) - continuing operations				(115,031)
Depreciation				61,861
Movement in bad debts provision				$ (12,078)
Stock issued for services
Amortization of beneficial conversion feature
Changes in operating assets and liabilities
Accounts receivable				$ 6,479
Prepaid expenses				(11,286)
Accounts payable and accrued liabilities				(17,365)
Taxes payable				167,599
Deferred revenue				(18,929)
Net cash used in operating activities - continuing operations				61,250
Net cash used in operating activities - discontinued operations				(247,549)
Net cash used in operating activities				(186,299)
Investing activities
Purchase of fixed assets				64,711
Net cash used in investing activities - continuing operations				$ (64,711)
Net cash used in investing activities - discontinued operations
Net cash used in investing activities				$ (64,711)
Financing activities
Change in restricted cash				(5,632)
Repayment of loan payable				(4,730)
Proceeds from convertible notes payable				105,000
Proceeds from issuance of common stock				382,503
Proceeds from related party notes				250,652
Repayment of related party notes				111,766
Net cash used in financing activities - continuing operations				625,487
Net cash used in financing activities - discontinued operations				(401,244)
Net cash used in financing activities				224,243
Effect of exchange rate on cash				131,505
Net change in cash				104,738
Beginning cash balance (deficiency)				(126,073)
Ending cash balance ( excluding restricted )				$ (21,335)
Opening Deficit [Member]
CURRENT ASSETS
Cash
Accounts receivable
Prepaid expenses
Current assets - held for sale
Total current assets
NON CURRENT ASSETS:
Cash - restricted
Fixed assets
Long term assets - held for resale
Total assets
CURRENT LIABILITIES
Bank overdraft
Accounts payable and accrued liabilities
Taxes payable
Deferred revenue
Short term loan		$ (34,357)		$ (34,357)
Current portion of loan payable
Related party payables
Current liabilities - held for resale
Total current liabilities		$ (34,357)		$ (34,357)
Loan payable
Total Liabilities		$ (34,357)		$ (34,357)
STOCKHOLDERS' DEFICIT
Common stock
Additional paid-in capital		$ 4,150,113		$ 4,150,113
Accumulated other comprehensive loss
Accumulated deficit		$ (4,115,756)		$ (4,115,756)
Total Stockholders' Deficit		$ 34,357		$ 34,357
Total Liabilities and Stockholders' Deficit
Beneficial Conversion Feature [Member]
CURRENT ASSETS
Cash
Accounts receivable
Prepaid expenses
Current assets - held for sale
Total current assets
NON CURRENT ASSETS:
Cash - restricted
Fixed assets
Long term assets - held for resale
Total assets
CURRENT LIABILITIES
Bank overdraft
Accounts payable and accrued liabilities
Taxes payable
Deferred revenue
Short term loan		$ 10,530		$ 10,530
Current portion of loan payable
Related party payables
Current liabilities - held for resale
Total current liabilities		$ 10,530		$ 10,530
Loan payable
Total Liabilities		$ 10,530		$ 10,530
STOCKHOLDERS' DEFICIT
Common stock
Additional paid-in capital		$ 45,000		$ 45,000
Accumulated other comprehensive loss
Accumulated deficit		$ (55,530)		$ (55,530)
Total Stockholders' Deficit		$ (10,530)		$ (10,530)
Total Liabilities and Stockholders' Deficit
Revenues
Cost of services provided
Gross margin
Operating expenses
Depreciation
General and administrative
Management fees
Professional fees
Rent
Salaries and wages
Total operating expenses
Net operating income (loss)
Interest expense		$ (12,459)		$ (55,530)
Income (loss) from continuing operations		$ (12,459)		$ (55,530)
Loss from discontinued operations, net of tax
Net loss applicable to common shareholders		$ (12,459)		$ (55,530)
Foreign currency translation adjustment
Total comprehensive loss		$ (12,459)		$ (55,530)
Cash flows from operating activities:
Net loss from discontinued operations
Net income (loss) - continuing operations				$ (55,530)
Depreciation
Movement in bad debts provision
Stock issued for services
Amortization of beneficial conversion feature				$ 55,530
Changes in operating assets and liabilities
Accounts receivable
Prepaid expenses
Accounts payable and accrued liabilities
Taxes payable
Deferred revenue
Net cash used in operating activities - continuing operations
Net cash used in operating activities - discontinued operations
Net cash used in operating activities
Investing activities
Purchase of fixed assets
Net cash used in investing activities - continuing operations
Net cash used in investing activities - discontinued operations
Net cash used in investing activities
Financing activities
Change in restricted cash
Repayment of loan payable
Proceeds from convertible notes payable
Proceeds from issuance of common stock
Proceeds from related party notes
Repayment of related party notes
Net cash used in financing activities - continuing operations
Net cash used in financing activities - discontinued operations
Net cash used in financing activities
Effect of exchange rate on cash
Net change in cash
Beginning cash balance (deficiency)
Ending cash balance ( excluding restricted )
Compensation [Member]
CURRENT ASSETS
Cash
Accounts receivable
Prepaid expenses
Current assets - held for sale
Total current assets
NON CURRENT ASSETS:
Cash - restricted
Fixed assets
Long term assets - held for resale
Total assets
CURRENT LIABILITIES
Bank overdraft
Accounts payable and accrued liabilities
Taxes payable
Deferred revenue
Short term loan
Current portion of loan payable
Related party payables
Current liabilities - held for resale
Total current liabilities
Loan payable
Total Liabilities
STOCKHOLDERS' DEFICIT
Common stock
Additional paid-in capital		$ 624,596		$ 624,596
Accumulated other comprehensive loss
Accumulated deficit		$ (624,596)		$ (624,596)
Total Stockholders' Deficit
Total Liabilities and Stockholders' Deficit
Revenues
Cost of services provided
Gross margin
Operating expenses
Depreciation
General and administrative
Management fees
Professional fees
Rent
Salaries and wages				$ 624,596
Total operating expenses				624,596
Net operating income (loss)				$ (624,596)
Interest expense
Income (loss) from continuing operations				$ (624,596)
Loss from discontinued operations, net of tax
Net loss applicable to common shareholders				$ (624,596)
Foreign currency translation adjustment
Total comprehensive loss				$ (624,596)
Cash flows from operating activities:
Net loss from discontinued operations
Net income (loss) - continuing operations				$ (624,596)
Depreciation
Movement in bad debts provision
Stock issued for services				$ 624,596
Amortization of beneficial conversion feature
Changes in operating assets and liabilities
Accounts receivable
Prepaid expenses
Accounts payable and accrued liabilities
Taxes payable
Deferred revenue
Net cash used in operating activities - continuing operations
Net cash used in operating activities - discontinued operations
Net cash used in operating activities
Investing activities
Purchase of fixed assets
Net cash used in investing activities - continuing operations
Net cash used in investing activities - discontinued operations
Net cash used in investing activities
Financing activities
Change in restricted cash
Repayment of loan payable
Proceeds from convertible notes payable
Proceeds from issuance of common stock
Proceeds from related party notes
Repayment of related party notes
Net cash used in financing activities - continuing operations
Net cash used in financing activities - discontinued operations
Net cash used in financing activities
Effect of exchange rate on cash
Net change in cash
Beginning cash balance (deficiency)
Ending cash balance ( excluding restricted )
As Restated [Member]
CURRENT ASSETS
Cash
Accounts receivable		$ 200,103		$ 200,103
Prepaid expenses		95,810		95,810
Current assets - held for sale		354,986		354,986
Total current assets		650,899		650,899
NON CURRENT ASSETS:
Cash - restricted		89,290		89,290
Fixed assets		286,096		286,096
Long term assets - held for resale		220,574		220,574
Total assets		1,246,859		1,246,859
CURRENT LIABILITIES
Bank overdraft		21,355		21,355
Accounts payable and accrued liabilities		423,242		423,242
Taxes payable		2,539,518		2,539,518
Deferred revenue		88,546		88,546
Short term loan		59,135		59,135
Current portion of loan payable		7,811		7,811
Related party payables		394,998		394,998
Current liabilities - held for resale		297,286		297,286
Total current liabilities		3,831,871		3,831,871
Loan payable		21,130		21,130
Total Liabilities		3,853,001		3,853,001
STOCKHOLDERS' DEFICIT
Common stock		476,930		476,930
Additional paid-in capital		13,576,319		13,576,319
Accumulated other comprehensive loss		395,640		395,640
Accumulated deficit		(17,055,031)		(17,055,031)
Total Stockholders' Deficit		(2,606,142)		(2,606,142)
Total Liabilities and Stockholders' Deficit		1,246,859		1,246,859
Revenues		$ 1,197,121		$ 2,812,940
Cost of services provided
Gross margin		$ 1,197,121		$ 2,812,940
Operating expenses
Depreciation		20,718		61,861
General and administrative		193,814		540,508
Management fees		55		68,163
Professional fees		115,565		180,618
Rent		82,839		333,639
Salaries and wages		576,618		2,348,790
Total operating expenses		989,609		3,533,579
Net operating income (loss)		207,513		(720,639)
Interest expense		(9,819)		(74,518)
Income (loss) from continuing operations		197,693		(795,157)
Loss from discontinued operations, net of tax		(102,241)		(209,161)
Net loss applicable to common shareholders		95,452		(1,004,318)
Foreign currency translation adjustment		124,131		131,505
Total comprehensive loss		219,583		(872,813)
Cash flows from operating activities:
Net loss from discontinued operations		$ (102,241)		(209,161)
Net income (loss) - continuing operations				(795,157)
Depreciation				61,861
Movement in bad debts provision				(12,078)
Stock issued for services				624,596
Amortization of beneficial conversion feature				55,530
Changes in operating assets and liabilities
Accounts receivable				6,479
Prepaid expenses				(11,286)
Accounts payable and accrued liabilities				(17,365)
Taxes payable				167,599
Deferred revenue				(18,929)
Net cash used in operating activities - continuing operations				61,250
Net cash used in operating activities - discontinued operations				(247,549)
Net cash used in operating activities				(186,299)
Investing activities
Purchase of fixed assets				(64,711)
Net cash used in investing activities - continuing operations				$ (64,711)
Net cash used in investing activities - discontinued operations
Net cash used in investing activities				$ (64,711)
Financing activities
Change in restricted cash				(5,632)
Repayment of loan payable				4,730
Proceeds from convertible notes payable				105,000
Proceeds from issuance of common stock				382,503
Proceeds from related party notes				250,652
Repayment of related party notes				(111,766)
Net cash used in financing activities - continuing operations				625,487
Net cash used in financing activities - discontinued operations				(401,244)
Net cash used in financing activities				224,243
Effect of exchange rate on cash				131,505
Net change in cash				104,738
Beginning cash balance (deficiency)				(126,073)
Ending cash balance ( excluding restricted )				$ (21,335)

XML

9. Fixed assets - Fixed Assets (Details) - USD ($)	Sep. 30, 2015	Dec. 31, 2014
Cost	$ 593,794
Accumulated Amortization	381,272
Net Book Value	212,522	$ 256,543
Computer Equipment
Cost	21,278
Accumulated Amortization	14,745
Net Book Value	6,533	$ 7,352
Computer Software
Cost	9,848
Accumulated Amortization	3,693
Net Book Value	6,155
Furniture and Equipment
Cost	351,210
Accumulated Amortization	248,350
Net Book Value	102,860	$ 114,306
Medical Equipment
Cost	4,490
Accumulated Amortization	3,356
Net Book Value	1,134	1,391
Vehicles
Cost	64,175
Accumulated Amortization	40,723
Net Book Value	23,452	40,023
Leasehold Improvements
Cost	142,793
Accumulated Amortization	70,405
Net Book Value	$ 72,388	$ 93,471

XML

Balance Sheets (Unaudited) - USD ($)	Sep. 30, 2015	Dec. 31, 2014
Current assets
Cash	$ 30,780	$ 88,152
Accounts receivable, net	41,725	164,832
Prepaid expenses	33,036	46,267
Due from sale of Subsidiary	483,489	493,806
Total current assets	589,030	793,057
Cash - Restricted	74,660	86,200
Fixed assets, net	212,522	256,543
Total assets	876,212	1,135,800
Current liabilities
Accounts payable and accrued liabilities	524,812	808,971
Taxes payable	2,653,953	2,806,297
Deferred revenue	67,178	143,839
Current portion of loan payable	$ 6,830	7,625
Short Term loan		29,758
Related party payables	$ 9,441	51,336
Total current liabilities	3,262,214	3,847,826
Loan payable	10,837	18,460
Total liabilities	$ 3,273,051	$ 3,866,286
Stockholders' deficit
Preferred Stock - Series B; $0.01 par value, nil outstanding at September 30, 2015 and December 31, 2014, respectively
Common stock; $0.01 par value, 500,000,000 shares authorized; 47,738,855 and 46,131,764 shares issued and outstanding at September 30, 2015 and December 31, 2014 respectively	$ 477,389	$ 461,318
Additional paid-in capital	16,177,534	16,129,038
Accumulated other comprehensive income	816,605	245,187
Accumulated deficit	(19,868,367)	(19,566,029)
Total stockholders' deficit	(2,396,839)	(2,730,486)
Total liabilities and stockholders' deficit	$ 876,212	$ 1,135,800

XML

12. Taxes payable - Taxes Payable (Details) - USD ($)	Sep. 30, 2015	Dec. 31, 2014
Notes to Financial Statements
Harmonized sales tax	$ 527,483	$ 590,919
Payroll taxes	1,976,470	2,065,378
US tax penalties	150,000	150,000
Taxes Payable	$ 2,653,953	$ 2,806,297

XML

Statements of Cash Flows (Unaudited) - USD ($)	9 Months Ended
	Sep. 30, 2015	Sep. 30, 2014
Operating activities
Net loss applicable to common stockholders	$ (302,338)	$ (1,004,318)
Net loss from discontinued operations		209,161
Net loss from continuing operations	$ (302,338)	(795,157)
Adjustment to reconcile net loss to net cash used in operating activities:
Depreciation	$ 70,303	61,861
Movement in bad debt provision		(12,078)
Stock issued for services	$ 56,906	$ 624,596
Other Foreign Currency Movements	(456)
Amortization of beneficial conversion feature	12,709	$ 55,530
Changes in operating assets and liabilities
Accounts receivable	123,106	6,479
Taxes payable	(152,344)	167,599
Prepaid expenses	13,231	$ (11,286)
Due on sale of Subsidiary	10,317
Accounts payable and accrued liabilities	(284,159)	$ (17,365)
Deferred revenue	(76,661)	(18,929)
Net cash used in operating activities - continuing operations	$ (529,386)	61,250
Net cash used in operating activities - discontinued operations		(247,549)
Net cash used in operating activities	$ (529,386)	(186,299)
Cash flows from investing activities
Acquisition of fixed assets	(26,281)	(64,711)
Net cash used in investing activities - continuing operations	$ (26,281)	$ (64,711)
Net cash used in investing activities - discontinued operations
Net cash used in Investing activities	$ (26,281)	$ (64,711)
Cash flows from financing activities:
Change in restricted cash	11,540	4,730
Repayment of loan payable	$ 8,417	(5,632)
Proceeds from convertible notes payable		$ 105,000
Repayment of convertible note	$ (34,350)
Proceeds from the sale of common stock		$ 382,503
Proceeds from related party notes		(250,652)
Repayment of related party notes	$ (41,876)	(111,766)
Net cash (used by) provided by financing activities - continuing operations	$ (73,123)	625,487
Net cash used by financing activities - discontinued operations		(401,244)
Net cash (used by) provided by Investing activities	$ (73,123)	224,243
Effect of exchange rate on cash	571,418	131,505
Net change in cash	(57,372)	104,738
Beginning cash balance (deficiency)	88,152	(126,073)
Ending cash balance ( excluding restricted )	30,780	(21,335)
Supplemental cash flow information
Cash paid for interest	$ 10,703	$ 18,988
Cash paid for income taxes
Non-cash Investing and Financing activities
Common stock ussed on conversion of convertible notes	$ 8,117	$ 284,907
Common shares issued for conversion of Series B shares	1,060

XML

4. Significant accounting policies (Details Narrative) - USD ($)	9 Months Ended
	Sep. 30, 2015	Sep. 30, 2014	Dec. 31, 2014
Accounting Policies [Abstract]
Closing translation rate	74.66%	89.29%
Average Translation Rate	79.46%	91.37%
Allowance for doubtful accounts			$ 27,294
Restricted Cash	$ 74,660		$ 86,200

XML

4. Significant accounting policies (Policies)

9 Months Ended

Sep. 30, 2015

Accounting Policies [Abstract]

a) Principals of consolidation and foreign currency translation

a) Principals of consolidation and foreign currency translation

The accompanying consolidated interim financial statements include the accounts of the Company, and its subsidiary. All inter-company transactions and balances have been eliminated on consolidation.

The Company’s subsidiary functional currency is the Canadian dollar, while the Company’s reporting currency is the U.S. dollar. All transactions initiated in Canadian dollars are translated into US dollars in accordance with ASC 830, "Foreign Currency Translation" as follows:

i) Monetary assets and liabilities at the rate of exchange in effect at the balance sheet date.

ii) Equity at historical rates.

iii) Revenue and expense items at the average rate of exchange prevailing during the period.

Adjustments arising from such translations are deferred until realization and are included as a separate component of stockholders’ deficit as a component of accumulated other comprehensive income or loss. Therefore, translation adjustments are not included in determining net income (loss) but reported as other comprehensive income (loss).

For foreign currency transactions, the Company translates these amounts to the Company’s functional currency at the exchange rate effective on the invoice date. If the exchange rate changes between the time of purchase and the time actual payment is made, a foreign exchange transaction gain or loss results which is included in determining net income for the period.

The relevant translation rates are as follows:

· For the nine month period ended September 30, 2015 the closing exchange rate was US$ 0.7466 to CDN$1.00 and the average rate was US$ 0.7946 to CDN$1.00

· For the nine month period ended September 30, 2014 the closing exchange rate was US$ 0.8929 to CDN$1.00 and the average rate was US$0.9137 to CDN$1.00.

b) Revenue recognition

b) Revenue recognition

The Company recognizes revenue from the rendering of services when they are earned; Specifically when all of the following conditions are met:

• the significant risks and rewards of ownership are transferred to customers and the Company retains neither continuing involvement nor effective control;

• there is clear evidence that an arrangement exists;

• the amount of revenue and related costs can be measured reliably; and

• it is probable that the economic benefits associated with the transaction will flow to the Company.

In particular, the Company recognizes:

• Fees for in-patient addiction treatments proportionately over the term of the patient’s treatment.

Deferred revenue represents monies deposited by the patients for future services to be provided by the Company. Such monies will be recognized into revenue as the patient progresses through their treatment term.

c) Use of estimates

c) Use of estimates

The preparation of consolidated interim financial statements in accordance with US GAAP requires management to make estimates and assumptions that affect the recognition, measurement and disclosure of amounts reported in the consolidated interim financial statements and accompanying notes. The reported amounts, including depreciation, allowance for doubtful accounts, inventory, accounts payable and accrued liabilities and note disclosures are determined using management's best estimates based on assumptions that reflect the most probable set of economic conditions and planned courses of action. Actual results will differ from such estimates.

d) Non-monetary transactions

d) Non-monetary transactions

The Company’s policy is to measure an asset exchanged or transferred in a non-monetary transaction at the more reliable measurement of the fair value of the asset given up and the fair value of the asset received, unless:

i) The transaction lacks commercial substance;

ii) the transaction is an exchange of a product or property held for sale in the ordinary course of business for a product or property to be sold in the same line of business to facilitate sales to customers other than the parties to the exchange;

iii) neither the fair value of the asset received nor the fair value of the asset given up is reliably measurable; or

iv) the transaction is a non-monetary, non-reciprocal transfer to owners that represents a spin-off or other form of restructuring or liquidation.

e) Cash

e) Cash

The Company's policy is to disclose bank balances under cash, including bank overdrafts with balances that fluctuate frequently from being positive to overdrawn and term deposits with a maturity period of three months or less from the date of acquisition.

The Company has $74,660 in restricted cash held by their bank to cover against the possibility of services not performed.

f) Accounts receivable

f) Accounts receivable

The Company provides an allowance for doubtful accounts equal to the estimated uncollectible amounts. The Company's estimate is based on historical collection experience and a review of the current status of trade accounts receivable. It is reasonably possible that the Company's estimate of the allowance for doubtful accounts will change. At September 30, 2015 and December 31, 2014, the Company has $nil and $27,294 of allowance for doubtful accounts, respectively.

g) Financial instruments

g) Financial instruments

The Company initially measures its financial assets and liabilities at fair value, except for certain non-arm's length transactions. The Company subsequently measures all its financial assets and financial liabilities at amortized cost.

Financial assets measured at amortized cost include cash and accounts receivable.

Financial liabilities measured at amortized cost include bank indebtedness, accounts payable and accrued liabilities, harmonized sales tax payable, withholding taxes payable, convertible notes payable, loan payable and related party notes. Financial assets measured at cost are tested for impairment when there are indicators of impairment. The amount of the write down is recognized in net income. The previously recognized impairment loss may be reversed to the extent of the improvement, directly or by adjusting the allowance account, provided it is no greater than the amount that would have been reported at the date of the reversal had the impairment not been recognized previously. The amount of the reversal is recognized in net income. The Company recognizes its transaction costs in net income in the period incurred. However, financial instruments that will not be subsequently measured at fair value are adjusted by the transaction costs that are directly attributable to their origination, issuance or assumption.

FASB ASC 820 defines fair value, establishes a framework for measuring fair value in accordance with generally accepted accounting principles, and expands disclosures about fair value measurements. ASC 820 establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows:

Level 1 - Observable inputs such as quoted prices in active markets;

Level 2 - Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and

Level 3 - Unobservable inputs in which there is little or no market data, which requires the reporting entity to develop its own assumptions.

The Company does not have assets or liabilities measured at fair value on a recurring basis at September 30, 2015. The Company did not have any fair value adjustments for assets and liabilities measured at fair value on a non-recurring basis during the nine month period ended September 30, 2015.

h) Fixed assets

h) Fixed assets

Fixed assets are recorded at cost. Depreciation is calculated on the declining balance method at the following annual rates:

Computer Equipment	30%
Computer Software	100%
Furniture and Equipment	30%
Medical Equipment	25%
Vehicles	30%

Leasehold improvements are depreciated using the straight-line method over the term of the lease. Half rates are used for all fixed assets in the year of acquisition.

i) Leases

i) Leases

Leases are classified as either capital or operating leases. Leases that transfer substantially all of the benefits and inherent risks of ownership of property to the Company are accounted for as capital leases. At the time a capital lease is entered into, an asset is recorded together with its related long-term obligation to reflect the acquisition and financing. Equipment recorded under capital leases is amortized on the same basis as described above. Payments under operating leases are expensed as incurred.

j) Income taxes

j) Income taxes

The Company uses the future income tax method to account for income taxes. Under this method, future income tax assets and liabilities are determined based on the difference between the carrying value and the tax basis of the assets and liabilities. Any change in the net amount of future income tax assets and liabilities is included in income. Future income tax assets and liabilities are determined based on enacted or substantively enacted tax rates and laws, which are expected to apply to the Company's taxable income for the periods in which the assets and liabilities will be recovered. Future income tax assets are recognized when it is more likely than not that they will be realized.

k) Earnings per share information

k) Earnings per share information

FASB ASC 260-10, “Earnings Per Share” provides for calculation of "basic" and "diluted" earnings per share. Basic earnings per share includes no dilution and is computed by dividing net income (loss) applicable to common shareholders by the weighted average common shares outstanding for the period. Diluted earnings per share reflect the potential dilution of securities that could share in the earnings of an entity similar to fully diluted earnings per share. The effect of computing diluted loss per share is anti-dilutive and, as such, basic and diluted loss per share is the same for the nine months ended September 30, 2015.

l) Share based expenses

l) Share based expenses

ASC 718-10 "Compensation - Stock Compensation" codified SFAS No. 123 prescribes accounting and reporting standards for all stock-based payments awarded to employees, including employee stock options, restricted stock, employee stock purchase plans and stock appreciation rights that may be classified as either equity or liabilities. The Company should determine if a present obligation to settle the share-based payment transaction in cash or other assets exists. A present obligation to settle in cash or other assets exists if: (a) the option to settle by issuing equity instruments lacks commercial substance or (b) the present obligation is implied because of an entity's past practices or stated policies. If a present obligation exists, the transaction should be recognized as a liability; otherwise, the transaction should be recognized as equity.

The Company accounts for stock-based compensation issued to non-employees and consultants in accordance with the provisions of ASC 505-50 "Equity - Based Payments to Non-Employees" which codified SFAS 123 and the Emerging Issues Task Force consensus in Issue No. 96-18 ("EITF 96-18"), "Accounting for Equity Instruments that are Issued to Other Than Employees for Acquiring or in Conjunction with Selling, Goods or Services". Measurement of share-based payment transactions with non-employees shall be based on the fair value of whichever is more reliably measurable: (a) the goods or services received; or (b) the equity instruments issued. The fair value of the share-based payment transaction should be determined at the earlier of performance commitment date or performance completion date.

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6. Financial instruments (Details Narrative)	9 Months Ended
	Sep. 30, 2015 USD ($)
Investments, All Other Investments [Abstract]
Working Capital Deficiency	$ 2,673,184
Accumulated Deficit	19,868,367
Potential Increase Decrease in Company's After Tax Loss	$ 8,400

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4. Significant accounting policies (Tables)

9 Months Ended

Sep. 30, 2015

Accounting Policies [Abstract]

Fixed Assets Depreciation Rates

Computer Equipment	30%
Computer Software	100%
Furniture and Equipment	30%
Medical Equipment	25%
Vehicles	30%

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1. Restatement of Previously Issued Financial Statements

9 Months Ended

Sep. 30, 2015

Accounting Changes and Error Corrections [Abstract]

1. Restatement of Previously Issued Financial Statements

1. Restatement of Previously Issued Financial Statements

The Company has restated its consolidated financial statements for the nine months ended September 30, 2014.

The restatements reflect adjustments to correct errors identified by management during the Company’s normal closing process, in the course of the Company’s regularly scheduled audit by its newly appointed Independent Accounting Firm, and during the course of an internal investigation initiated by the board of directors of the Company (in performance of its function as the audit committee). The Company’s board of directors has completed its investigation. The effect of the restatements on the Company’s Balance Sheets is not material and the restatements have no effect on reported cash flow from operations.

Beneficial Conversion Feature

During the fourth quarter of fiscal 2014, the Company identified an error as a result of not recognizing the beneficial conversion feature inherent in seventy five (75) mandatorily convertible notes issued between 2010 and 2012 to accredited investors; the beneficial conversion feature inherent in two (2) convertible notes issued to Asher Enterprises, Inc. during the second and third quarter of 2013; and the beneficial conversion feature inherent in five (5) convertible notes issued to JMJ Financial Group during the five quarters beginning with the period ended June 30, 2013 and ending in the period ended September 30, 2014.

Employee Option Incentive Grants

During the fourth quarter of fiscal 2014, the Company identified an error as a result of not recognizing the costs of employee option incentive granted during the second quarter of 2012 and which terminated during the second quarter of 2014.

The restated consolidated Balance Sheet as of September 30, 2014 and the restated Consolidated Statements of Operations and Cash Flows for the three and nine months ended September 30, 2014 are presented below:

Unaudited Restated Consolidated Balance Sheet as at September 30, 2014

GREENESTONE HEALTHCARE CORPORATION
RESTATEMENT OF BALANCE SHEET AT SEPTEMBER 30, 2014
	As previously reported on Form 10-Q			Opening Deficit			Beneficial Conversion feature			Compensation			As Restated
ASSETS
CURRENT ASSETS
Cash	$	—		$	—		$	—		$	—		$	—
Accounts receivable, net		200,103			—			—			—			200,103
Prepaid expenses		95,810			—			—			—			95,810
Current assets held for resale		354,986			—			—			—			354,986
Total current assets		650,899			—			—			—			650,899
NON-CURRENT ASSETS
Cash - Restricted		89,290			—			—			—			89,290
Fixed assets, net		286,096			—			—			—			286,096
Long term assets held for resale		220,574			—			—			—			220,574
Total assets	$	1,246,859		$	—		$	—		$	—		$	1,246,859
LIABILITIES AND STOCKHOLDERS' DEFICIT
CURRENT LIABILITIES
Bank overdraft	$	21,335		$	—		$	—		$	—		$	21,335
Accounts payable and accrued liabilities		423,242			—			—			—			423,242
Taxes payable		2,539,518			—			—			—			2,539,518
Deferred revenue		88,546			—			—			—			88,546
Short Term loan		82,962			(34,357	)		10,530			—			59,135
Current portion of loan payable		7,811			—			—			—			7,811
Related party notes		394,998			—			—			—			394,998
Current liabilities held for resale		297,286			—			—			—			297,286
Total current liabilities		3,855,698			(34,357	)		10,530			—			3,831,871
NON-CURRENT LIABILITIES
Loan payable		21,130			—			—			—			21,130
Total liabilities		3,876,828			(34,357	)		10,530			—			3,853,001
STOCKHOLDERS' DEFICIT
Common stock; $0.01 par value, 100,000,000 shares authorized; 47,693,055 and 41,065,564 shares issued and outstanding as of September 30, 2014 and December 31, 2013 respectively		476,930			—			—			—			476,930
Additional paid-in capital		8,756,610			4,150,113			45,000			624,596			13,576,319
Accumulated other comprehensive loss		395,640			—			—			—			395,640
Accumulated deficit		(12,259,149	)		(4,115,756	)		(55,530	)		(624,596	)		(17,055,031	)
Total stockholders' deficit		(2,629,969	)		34,357			(10,530	)		—			(2,606,142	)
Total liabilities and stockholders' deficit	$	1,246,859		$	—		$	—		$	—		$	1,246,859

Unaudited Restated Consolidated Income Statement for the Three Months Ended September 30, 2014

GREENESTONE HEALTHCARE CORPORATION

RESTATEMENT OF INCOME STATEMENT

FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2014

	As previously reported on Form 10-Q			Beneficial Conversion feature			Compensation		As Restated
Revenue	$	1,197,121		$	—		$	—	$	1,197,121
Cost of Services Provided		—			—			—		—
Gross margin		1,197,121			—			—		1,197,121
Operating expenses
Depreciation		20,718			—			—		20,718
General and administrative		193,813			—			—		193,813
Management fees		55			—			—		55
Professional fees		115,565			—			—		115,565
Rent		82,839			—			—		82,839
Salaries and wages		576,618			—			—		576,618
Total operating expenses		989,608			—			—		989,608
Net operating loss		207,513			—			—		207,513
Interest expense		2,640			(12,459	)		—		(9,819	)
Net loss from continuing operations		210,152			(12,459	)		—		197,693
Net operating loss from discontinued operations		(102,241	)		—			—		(102,241	)
Net loss applicable to common stockholders'		107,911			(12,459	)		—		95,452
Foreign currency translation adjustment		124,131			—			—		124,131
Total comprehensive income/(loss)	$	232,042		$	(12,459	)	$	—	$	219,583

Unaudited Restated Consolidated Income Statement for the Nine Months Ended September 30, 2014

GREENESTONE HEALTHCARE CORPORATION

RESTATEMENT OF INCOME STATEMENT

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2014

	As previously reported on Form 10-Q			Beneficial Conversion feature			Compensation			As Restated
Revenue	$	2,812,940		$	—		$	—		$	2,812,940
Cost of Services Provided		—			—			—			—
Gross margin		2,812,940			—			—			2,812,940
Operating expenses
Depreciation		61,861			—			—			61,861
General and administrative		540,508			—			—			540,508
Management fees		68,163			—			—			68,163
Professional fees		180,618			—			—			180,618
Rent		333,639			—			—			333,639
Salaries and wages		1,724,194			—			624,596			2,348,790
Total operating expenses		2,908,983			—			624,596			3,533,579
Net operating loss		(96,043	)		—			(624,596	)		(720,639	)
Interest expense		(18,988	)		(55,530	)		—			(74,518	)
Net loss from continuing operations		(115,031	)		(55,530	)		(624,596	)		(795,157	)
Net operating loss from discontinued operations		(209,161	)		—			—			(209,161	)
Net loss applicable to common stockholders'		(324,192	)		(55,530	)		(624,596	)		(1,004,318	)
Foreign currency translation adjustment		131,505			—			—			131,505
Total comprehensive income/(loss)	$	(192,687	)	$	(55,530	)	$	(624,596	)	$	(872,813	)

Unaudited Restated Consolidated Statement of Cash Flows for the Nine Months Ended September 30, 2014

GREENESTONE HEALTHCARE CORPORATION

RESTATEMENT OF INCOME STATEMENT

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2014

	As previously reported on Form 10-Q			Beneficial Conversion feature			Compensation			As Restated
Operating activities
Net loss applicable to common stockholders'	$	(324,192	)	$	(55,530	)	$	(624,596	)	$	(1,004,318	)
Net loss from discontinued operations		209,161			—			—			209,161
Net income (loss) - continuing operations		(115,031	)		(55,530	)		(624,596	)		(795,157	)
Adjustment to reconcile net loss to net cash used in operating activities:
Depreciation		61,861			—			—			61,861
Movement in bad debts provision		(12,078	)		—			—			(12,078	)
Stock issued for services		—			—			624,596			624,596
Amortization of beneficial conversion feature		—			55,530			—			55,530
Changes in operating assets and liabilities
Accounts receivable		6,479			—			—			6,479
Prepaid expenses		(11,286	)		—			—			(11,286	)
Accounts payable and accrued liabilities		(17,365	)		—			—			(17,365	)
Taxes payable		167,599			—			—			167,599
Deferred revenue		(18,929	)		—			—			(18,929	)
Net cash used in operating activities - continuing operations		61,250			—			—			61,250
Net cash used in operating activities - discontinued operations		(247,549	)		—			—			(247,549	)
Net cash used in operating activities		(186,299	)		—			—			(186,299	)
Investing activities
Purchase of fixed assets		(64,711	)		—			—			(64,711	)
Net cash used in investing activities - continuing operations		(64,711	)		—			—			(64,711	)
Net cash used in investing activities - discontinued operations		—			—			—			—
Net cash used in investing activities		(64,711	)		—			—			(64,711	)
Financing activities
Change in restricted cash		(5,632	)		—			—			(5,632	)
Repayment of loan payable		4,730			—			—			4,730
Proceeds from convertible notes payable		105,000			—			—			105,000
Proceeds from issuance of common stock		382,503			—			—			382,503
Proceeds from related party notes		250,652			—			—			250,652
Repayment of related party notes		(111,766	)		—			—			(111,766	)
Net cash used in financing activities - continuing operations		625,487			—			—			625,487
Net cash used in financing activities - discontinued operations		(401,244	)		—			—			(401,244	)
Net cash used in financing activities		224,243			—			—			224,243
Effect of exchange rate on cash		131,505			—			—			131,505
Net change in cash		104,738			—			—			104,738
Beginning cash balance (deficiency)		(126,073	)		—			—			(126,073	)
Ending cash balance ( excluding restricted )	$	(21,335	)	$	—		$	—		$	(21,335	)

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Balance Sheets (Parenthetical) - $ / shares	Sep. 30, 2015	Dec. 31, 2014
Statement of Financial Position [Abstract]
Common Stock Par Value	$ 0.01	$ 0.01
Common Stock Shares Authorized	500,000,000	500,000,000
Common Stock Shares Issued	47,738,855	46,131,764
Common Stock Shares Outstanding	47,738,855	46,131,764
Preferred Stock, Par Value	$ 0.01	$ 0.01
Preferred Stock, Shares Authorized	10,000,000	10,000,000
Preferred Stock, Shares Issued
Preferred Stock, Shares Outstanding

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11. Short-term convertible loan

9 Months Ended

Sep. 30, 2015

Debt Disclosure [Abstract]

11. Short-term convertible loan

11. Short-term convertible loan

In May 2013 the company entered into a promissory note of up to $500,000 where the maturity date is one year after the lender provides the borrower with funds. A one-time interest rate of 12% is applied in case of non-payment within the initial 90 days. The note is convertible at the lesser of $0.30 or 70% of the lowest trading price in the 25 trading days prior to conversion. In 2014 the Company received $105,000 in proceeds and converted $127,076 into 2,245,991 shares of common stock. As of December 31, 2014 the net balance of this loan amounted to $30,258 comprised of a principal balance of $42,466 and a net debt discount of $12,208. During the nine months ended September 30, 2015 the Company made cash payments amounting to $34,350 principal plus interest of $6,870 and converted $8,117 through the issuance of 300,000 shares of common stock to repay the loan in full.

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Document and Entity Information - shares	9 Months Ended
	Sep. 30, 2015	Nov. 09, 2015
Document And Entity Information
Entity Registrant Name	GREENESTONE HEALTHCARE CORP
Entity Central Index Key	0000792935
Document Type	10-Q
Document Period End Date	Sep. 30, 2015
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Is Entity a Well-known Seasoned Issuer?	No
Is Entity a Voluntary Filer?	No
Is Entity's Reporting Status Current?	Yes
Entity Filer Category	Smaller Reporting Company
Entity Common Stock, Shares Outstanding		47,738,855
Document Fiscal Period Focus	Q3
Document Fiscal Year Focus	2015

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12. Taxes payable

9 Months Ended

Sep. 30, 2015

Notes to Financial Statements

12. Taxes payable

12. Taxes payable

The Company has taxes, interest and penalties payable at September 30, 2015 and December 31, 2014 as follows:

	September 30, 2015		December 31, 2014
Harmonized sales tax	$	527,483	$	590,919
Payroll taxes		1,976,470		2,065,378
US Taxes and penalties		150,000		150,000
	$	2,653,953	$	2,806,297

The Company intends to raise funds to settle the outstanding tax liabilities. There is no guarantee that we will raise sufficient funds to  settle the outstanding liability within the next twelve months.

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Statements of Operations (Unaudited) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2015	Sep. 30, 2014	Sep. 30, 2015	Sep. 30, 2014
Income Statement [Abstract]
Revenues	$ 848,767	$ 1,197,121	$ 2,477,413	$ 2,812,940
Operating expenses
Depreciation	22,863	20,718	70,303	61,861
General and administrative	$ 115,902	193,813	534,807	540,508
Management fees		55	96,705	68,163
Professional fees	$ 62,292	115,565	220,286	180,618
Rent	84,176	82,839	263,568	333,639
Salaries and wages	425,324	576,618	1,339,029	2,348,790
Total operating expenses	710,558	989,608	2,524,698	3,533,579
Operating income (loss)	138,209	$ 207,513	(47,285)	$ (720,639)
Other (expense) income
Other Expense	(11,785)		(11,785)
Interest income	23,872		23,872
Interest expense	(30,622)	$ (9,819)	(121,563)	$ (74,518)
Foreign exchange movements	(73,157)		(145,576)
Net income (loss) from continuing operations	46,516	$ 197,693	$ (302,338)	$ (795,157)
Loss from discontinued operations, net of tax		(102,241)		(209,161)
Net income (loss) applicable to common shareholders	46,516	95,452	$ (302,338)	(1,004,318)
Accumulated other comprehensive income (loss)
Foreign currency translation adjustment	240,531	124,131	571,418	131,505
Total comprehensive income (loss)	$ 287,047	$ 219,583	$ 269,080	$ (872,813)
Basic and diluted loss per common share- continuing operations			$ (0.01)	$ (0.02)
Basic and diluted loss per common share- discontinued operations
Basic and diluted loss per common share			$ (0.01)	$ (0.02)
Weighted average outstanding - Basic	47,738,855	47,441,968	47,176,078	46,938,730
Weighted average outstanding - Diluted	47,738,855	47,468,182	47,176,078	46,938,730

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6. Financial instruments

9 Months Ended

Sep. 30, 2015

Investments, All Other Investments [Abstract]

6. Financial instruments

6. Financial instruments

The Company is exposed to various risks through its financial instruments. The following analysis provides a measure of the Company's risk exposure and concentrations at the balance sheet date, September 30, 2015.

(a) Credit risk

Credit risk is the risk that one party to a financial instrument will cause a financial loss for the other party by failing to discharge an obligation. Financial instruments that subject the Company to credit risk consist primarily of accounts receivable.

Credit risk associated with accounts receivable of Greenstone Clinic Muskoka Inc. is mitigated due to the number of customers with balances outstanding, credit checks performed on our customers and frequent reviews of receivables to ensure timely collection.

In the opinion of management, credit risk associated with accounts receivable is assessed as low, is not material and remains unchanged from the prior year.

(b) Liquidity risk capital

Liquidity risk is the risk the Company will not be able to meet its financial obligations as they fall due. The Company is exposed to liquidity risk through its working capital deficiency of $2,673,184 and accumulated deficit of $19,868,367. As disclosed in note 3 above, the Company may be required to raise additional in order to implement its business plan. There is no assurance that the Company will be successful with future financing ventures, and the inability to secure such financing may have a material adverse effect on the Company’s financial condition. In the opinion of management, liquidity risk is assessed as high, material and remains unchanged from the prior year. The Company ensures that financial liabilities are placed with a financial institution with a high credit rating in order to mitigate the risk. There is a concentration risk associated with the bank indebtedness since the Company uses one financial institution.

(c) Market risk

Market risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market prices. Market risk comprises of three types of risk: interest rate risk, currency risk, and other price risk. The Company is exposed to interest rate risk and currency risk.

i. Interest rate risk

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Company has a low exposure to interest rate risk on its bank indebtedness as there is no bank indebtedness at September 30, 2015. This liability is based on floating rates of interest that have been stable during the current reporting period. In the opinion of management, interest rate risk is assessed as low, not material and remains unchanged from the prior year.

ii. Currency risk

Currency risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in foreign exchange rates. The Company is subject to currency risk as its subsidiaries operate in Canada and are subject to fluctuations in the Canadian dollar. Most of the Company’s financial assets and liabilities are denominated in Canadian dollars. Based on the net exposures at September 30, 2015, a 5% depreciation or appreciation of the Canadian dollar against the U.S. dollar would result in an approximate $8,400 increase or decrease in the Company’s after-tax net loss from continuing operations. The Company has not entered into any hedging agreements to mediate this risk. In the opinion of management, currency risk is assessed as low, material and remains unchanged from the prior year.

iii. Other price risk

Other price risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market prices (other than those arising from interest rate risk or currency risk), whether those changes are caused by factors specific to the individual financial instrument or its issuer, or factors affecting all similar financial instruments traded in the market. In the opinion of management, the Company is not exposed to this risk and remains unchanged from the prior year.

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5. Recently adopted accounting pronouncements

9 Months Ended

Sep. 30, 2015

Accounting Changes and Error Corrections [Abstract]

5. Recently adopted accounting pronouncements

5. Recently adopted accounting pronouncements

Except for rules and interpretive releases of the SEC under authority of federal securities laws and a limited number of grandfathered standards, the FASB Accounting Standards Codification™ (“ASC”) is the sole source of authoritative GAAP literature recognized by the FASB and applicable to the Company.

In April 2015, FASB issued Accounting Standards Update (“ASU”) No. 2015-03, Interest – Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs, to simplify presentation of debt issuance costs by requiring that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. The ASU does not affect the recognition and measurement guidance for debt issuance costs. For public companies, the ASU is effective for financial statements issued for fiscal years beginning after December 15, 2015, and interim periods within those fiscal years. Early application is permitted. This updated guidance is not expected to have a material impact on our results of operations, cash flows or financial condition.

 InAugust2015,FASBissuedAccountingStandardsUpdate("ASU..) No.2015-14,..Revenuefrom Contracts withCustomers(Topic606):Deferralof theEffectiveDate"deferstheeffectivedateASUNo. 2014-09 for all entities by one year. Public business entities, certain not-for-profit entities, and certain employee benefit plans should appl) the guidance in Update 2014-09 to annual reporting periods beginningafter December 15,2017,including interim reportingperiods withinthatreporting period. Earlier application is permittedonlyas of annual reporting periods beginningafterDecember 15, 2016, including interim reporting periods within that reporting period. All other entities should apply the guidanceinUpdate2014-09 toannual reporting periods beginning after December 15,2018,andinterim reporting periodswithin annualreporting periods beginning after December15, 2019. Allother entities may apply theguidancein ASU o.2014-09earlieras of anannual reporting periodbeginning after December 15,2016, including interimreportingperiods within that reportingperiod. All otherentities also may apply the guidance in Update 2014-09 earlier as of an annual reporting period beginning after December 15, 2016, and interim reporting periods within annual reporting periods beginning one year after theannual reporting period in v.hich the entit,first applies the guidancein ASU o.2014-09.We are current!, reviewing the provisions of this ASU to determine if there will be any impact on our results of operations,cash flows or financial condition.

In September 2015, FASB issued Accounting Standards Update (..ASU"")o. 2015-16, "'Business Combinations (Topic 805): Simplifying the Accounting for Measurement-Period Adjustments" requires thatanacquirerrecognizeadjustments toprovisionalamounts thatareidentifiedduringthemeasurement periodinthereportingperiodinwhichtheadjustmentamountsaredetermined.Theamendmentsinthis Updaterequirethatthe acquirerrecord.inthe same period·sfinancial statements,theeffect on earnings of changes indepreciation, amortization, or other incomeeffects, if any, as aresult of thechangeto the provisional amounts, calculated as if the accounting had been completed at the acquisition date. For public business entities,the amendmentsare effective forfiscal years beginningafterDecember 15,2015, including interim periods within those fiscal years. The amendments should beapplied prospectively to adjustments to provisional amounts that occur after the effective date of this Update v. ith earlier application permitted for financial statements that have not been issued. For all other entities, the amendments are effective for fiscal years beginning afterDecember 15,2016, and interim periods within fiscal years beginning after December 15, 2017. The amendments should be applied prospectively to adjustments to provisional amounts that occur after the effective date of this Update with earlier application permitted forfinancialstatementsthat have not yet been made availableforissuance. We are currently reviewing the provisions of this ASU todetermine if there will be an, impact on our results of operations, cash flows orfinancialcondition

Any new accounting standards, not disclosed above, that have been issued or proposed by FASB that do not require adoption until a future date are not expected to have a material impact on the financial statements upon adoption.

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1. Restatement of Previously Issued Financial Statements (Tables)

9 Months Ended

Sep. 30, 2015

Accounting Changes and Error Corrections [Abstract]

Restatement of Previously Issued Financial Statements

GREENESTONE HEALTHCARE CORPORATION
RESTATEMENT OF BALANCE SHEET AT SEPTEMBER 30, 2014
	As previously reported on Form 10-Q			Opening Deficit			Beneficial Conversion feature			Compensation			As Restated
ASSETS
CURRENT ASSETS
Cash	$	—		$	—		$	—		$	—		$	—
Accounts receivable, net		200,103			—			—			—			200,103
Prepaid expenses		95,810			—			—			—			95,810
Current assets held for resale		354,986			—			—			—			354,986
Total current assets		650,899			—			—			—			650,899
NON-CURRENT ASSETS
Cash - Restricted		89,290			—			—			—			89,290
Fixed assets, net		286,096			—			—			—			286,096
Long term assets held for resale		220,574			—			—			—			220,574
Total assets	$	1,246,859		$	—		$	—		$	—		$	1,246,859
LIABILITIES AND STOCKHOLDERS' DEFICIT
CURRENT LIABILITIES
Bank overdraft	$	21,335		$	—		$	—		$	—		$	21,335
Accounts payable and accrued liabilities		423,242			—			—			—			423,242
Taxes payable		2,539,518			—			—			—			2,539,518
Deferred revenue		88,546			—			—			—			88,546
Short Term loan		82,962			(34,357	)		10,530			—			59,135
Current portion of loan payable		7,811			—			—			—			7,811
Related party notes		394,998			—			—			—			394,998
Current liabilities held for resale		297,286			—			—			—			297,286
Total current liabilities		3,855,698			(34,357	)		10,530			—			3,831,871
NON-CURRENT LIABILITIES
Loan payable		21,130			—			—			—			21,130
Total liabilities		3,876,828			(34,357	)		10,530			—			3,853,001
STOCKHOLDERS' DEFICIT
Common stock; $0.01 par value, 100,000,000 shares authorized; 47,693,055 and 41,065,564 shares issued and outstanding as of September 30, 2014 and December 31, 2013 respectively		476,930			—			—			—			476,930
Additional paid-in capital		8,756,610			4,150,113			45,000			624,596			13,576,319
Accumulated other comprehensive loss		395,640			—			—			—			395,640
Accumulated deficit		(12,259,149	)		(4,115,756	)		(55,530	)		(624,596	)		(17,055,031	)
Total stockholders' deficit		(2,629,969	)		34,357			(10,530	)		—			(2,606,142	)
Total liabilities and stockholders' deficit	$	1,246,859		$	—		$	—		$	—		$	1,246,859

Unaudited Restated Consolidated Income Statement for the Three Months Ended September 30, 2014

GREENESTONE HEALTHCARE CORPORATION

RESTATEMENT OF INCOME STATEMENT

FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2014

	As previously reported on Form 10-Q			Beneficial Conversion feature			Compensation		As Restated
Revenue	$	1,197,121		$	—		$	—	$	1,197,121
Cost of Services Provided		—			—			—		—
Gross margin		1,197,121			—			—		1,197,121
Operating expenses
Depreciation		20,718			—			—		20,718
General and administrative		193,813			—			—		193,813
Management fees		55			—			—		55
Professional fees		115,565			—			—		115,565
Rent		82,839			—			—		82,839
Salaries and wages		576,618			—			—		576,618
Total operating expenses		989,608			—			—		989,608
Net operating loss		207,513			—			—		207,513
Interest expense		2,640			(12,459	)		—		(9,819	)
Net loss from continuing operations		210,152			(12,459	)		—		197,693
Net operating loss from discontinued operations		(102,241	)		—			—		(102,241	)
Net loss applicable to common stockholders'		107,911			(12,459	)		—		95,452
Foreign currency translation adjustment		124,131			—			—		124,131
Total comprehensive income/(loss)	$	232,042		$	(12,459	)	$	—	$	219,583

Unaudited Restated Consolidated Income Statement for the Nine Months Ended September 30, 2014

GREENESTONE HEALTHCARE CORPORATION

RESTATEMENT OF INCOME STATEMENT

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2014

	As previously reported on Form 10-Q			Beneficial Conversion feature			Compensation			As Restated
Revenue	$	2,812,940		$	—		$	—		$	2,812,940
Cost of Services Provided		—			—			—			—
Gross margin		2,812,940			—			—			2,812,940
Operating expenses
Depreciation		61,861			—			—			61,861
General and administrative		540,508			—			—			540,508
Management fees		68,163			—			—			68,163
Professional fees		180,618			—			—			180,618
Rent		333,639			—			—			333,639
Salaries and wages		1,724,194			—			624,596			2,348,790
Total operating expenses		2,908,983			—			624,596			3,533,579
Net operating loss		(96,043	)		—			(624,596	)		(720,639	)
Interest expense		(18,988	)		(55,530	)		—			(74,518	)
Net loss from continuing operations		(115,031	)		(55,530	)		(624,596	)		(795,157	)
Net operating loss from discontinued operations		(209,161	)		—			—			(209,161	)
Net loss applicable to common stockholders'		(324,192	)		(55,530	)		(624,596	)		(1,004,318	)
Foreign currency translation adjustment		131,505			—			—			131,505
Total comprehensive income/(loss)	$	(192,687	)	$	(55,530	)	$	(624,596	)	$	(872,813	)

Unaudited Restated Consolidated Statement of Cash Flows for the Nine Months Ended September 30, 2014

GREENESTONE HEALTHCARE CORPORATION

RESTATEMENT OF INCOME STATEMENT

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2014

	As previously reported on Form 10-Q			Beneficial Conversion feature			Compensation			As Restated
Operating activities
Net loss applicable to common stockholders'	$	(324,192	)	$	(55,530	)	$	(624,596	)	$	(1,004,318	)
Net loss from discontinued operations		209,161			—			—			209,161
Net income (loss) - continuing operations		(115,031	)		(55,530	)		(624,596	)		(795,157	)
Adjustment to reconcile net loss to net cash used in operating activities:
Depreciation		61,861			—			—			61,861
Movement in bad debts provision		(12,078	)		—			—			(12,078	)
Stock issued for services		—			—			624,596			624,596
Amortization of beneficial conversion feature		—			55,530			—			55,530
Changes in operating assets and liabilities
Accounts receivable		6,479			—			—			6,479
Prepaid expenses		(11,286	)		—			—			(11,286	)
Accounts payable and accrued liabilities		(17,365	)		—			—			(17,365	)
Taxes payable		167,599			—			—			167,599
Deferred revenue		(18,929	)		—			—			(18,929	)
Net cash used in operating activities - continuing operations		61,250			—			—			61,250
Net cash used in operating activities - discontinued operations		(247,549	)		—			—			(247,549	)
Net cash used in operating activities		(186,299	)		—			—			(186,299	)
Investing activities
Purchase of fixed assets		(64,711	)		—			—			(64,711	)
Net cash used in investing activities - continuing operations		(64,711	)		—			—			(64,711	)
Net cash used in investing activities - discontinued operations		—			—			—			—
Net cash used in investing activities		(64,711	)		—			—			(64,711	)
Financing activities
Change in restricted cash		(5,632	)		—			—			(5,632	)
Repayment of loan payable		4,730			—			—			4,730
Proceeds from convertible notes payable		105,000			—			—			105,000
Proceeds from issuance of common stock		382,503			—			—			382,503
Proceeds from related party notes		250,652			—			—			250,652
Repayment of related party notes		(111,766	)		—			—			(111,766	)
Net cash used in financing activities - continuing operations		625,487			—			—			625,487
Net cash used in financing activities - discontinued operations		(401,244	)		—			—			(401,244	)
Net cash used in financing activities		224,243			—			—			224,243
Effect of exchange rate on cash		131,505			—			—			131,505
Net change in cash		104,738			—			—			104,738
Beginning cash balance (deficiency)		(126,073	)		—			—			(126,073	)
Ending cash balance ( excluding restricted )	$	(21,335	)	$	—		$	—		$	(21,335	)

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13. Related party transactions

9 Months Ended

Sep. 30, 2015

Related Party Transactions [Abstract]

13. Related party transactions

13. Related party transactions

A portion of related party notes is due to Greenstone Clinic Inc. in the amount of $66,878 and $84,736 as of September 30, 2015 and December 31, 2014, respectively. The Company is related to Greenstone Clinic Inc. as it is controlled by one of the Company’s directors. The balance owing is non-interest bearing, not secured and has no specified terms of repayment.

The Company also has a receivable balance of $48,400 due from one of the Company’s directors and a short-term receivable from the Endoscopy Clinic, which was recently sold, of $9,037. Both of these related party receivables are non-interest bearing, and have no specific repayment terms

The Company had management fees totaling $96,705 and $68,163 during the nine months ended September 30, 2015 and 2014, respectively to the director (Greenstone Clinic Inc.) for services, which are included in management fees.

The Company entered into an agreement to lease premises from Cranberry Cove Holdings Ltd. at market terms. The Company had rental expense amounting to $263,568 and $333,639 during the nine months ended September 30, 2015 and 2014, respectively. Cranberry Cove Holdings Ltd. is related to the Company by virtue of its shareholder being a director of the Company.

All related party transactions occur in the normal course of operations and are measured at the exchange amount, as agreed upon by the related parties.

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9. Fixed assets

9 Months Ended

Sep. 30, 2015

Property, Plant and Equipment [Abstract]

9. Fixed assets

9. Fixed assets

Fixed assets consist of the following:

						Net Book Value
	Cost		Accumulated Amortization			September 30, 2015		December 31, 2014
Computer equipment	$	21,278	$	(14,745	)	$	6,533	$	7,352
Computer software		9,848		(3,693	)		6,155		—
Furniture and equipment		351,210		(248,350	)		102,860		114,306
Medical equipment		4,490		(3,356	)		1,134		1,391
Vehicles		64,175		(40,723	)		23,452		40,023
Leasehold improvements		142,793		(70,405	)		72,388		93,471
	$	593,794	$	(381,272	)	$	212,522	$	256,543

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7. Accounts receivable

9 Months Ended

Sep. 30, 2015

Receivables [Abstract]

7. Accounts receivable

7. Accounts receivable

The consolidated accounts receivable balance consists primarily of amounts due from the following parties:

	September 30, 2015		December 31, 2014
Treatment program	$	41,725	$	175,585
Outpatient services		—		16,541
		41,725		192,126
Allowance for bad debts		—		(27,294	)
	$	41,725	$	164,832

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8. Due from the sale of Subsidiary

9 Months Ended

Sep. 30, 2015

Discontinued Operations and Disposal Groups [Abstract]

8. Due from the sale of Subsidiary

8. Due from the sale of Subsidiary

On December 17, 2014, the Company completed the sale of all the outstanding shares of the Endoscopy clinic, for the sum of CDN$1,282,002, comprised of the agreed purchase price of CDN$1,250,000 and the acquisition of net assets at closing of CDN$32,002 The sale price of CDN$1,282,002 included the assumption by the buyer of debt in the same amount as the sale price, which debt is owed by the Endoscopy clinic to the Company in the amount of CDN$895,460 and to the buyer of CDN$386,542. At closing, the buyer offset the assumed debt to the registrants of CDN$895,460 by CDN$277,500 through the cancellation of 2,408,268 shares of the Company’s common stock, for a net amount due to the Company of CDN$617,960. This debt is owed by the buyer to the Company in the form of an interest bearing note with a coupon of 5% per annum. The note was originally due on June 30, 2015 which was recently extended to December 31, 2015. The amount outstanding of CDN$617,960 was revalued at US$461,369 and US$493,806 as of September 30, 2015 and December 31, 2014, respectively. The interest due on the note amounted to CDN$29,628 as of September 30, 2015 and was revalued at US$22,120 as of September 30, 2015. Management has evaluated this receivable and believes that this receivable is collectible and no reserve is deemed necessary.

The amount due on the sale if subsidiary is as follows:

	September 30, 2015		December 31, 2014
Note payable	$	461,369	$	493,806
Accrued interest		22,120		—
	$	483,489	$	493,806

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10. Loans payable

9 Months Ended

Sep. 30, 2015

Payables and Accruals [Abstract]

10. Loans payable

10. Loans payable

The Company has an automobile loan payable bearing interest at 4.49% with blended monthly payments of CAN$835 that matures March 2018. The loan is secured by a vehicle with a net book value as at September 30, 2015 of $ 13,566.

	September 30, 2015		December 31, 2014
Short term portion of automobile loan payable	$	6,830	$	7,625
Long term portion of automobile loan payable		10,837		18,460
	$	17,667	$	26,085

Estimated principal re-payments are as follows:

	Amount
2015	$	1,679
2016		6,907
2017		7,224
2018		1,857
	$	17,667

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4. Significant accounting policies - Fixed Assets Depreciation Rates (Details)	Sep. 30, 2015
Computer Equipment
Fixed Assets, Depreciation Rate	30.00%
Computer Software
Fixed Assets, Depreciation Rate	100.00%
Furniture and Equipment
Fixed Assets, Depreciation Rate	30.00%
Medical Equipment
Fixed Assets, Depreciation Rate	25.00%
Vehicles
Fixed Assets, Depreciation Rate	30.00%

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15. Income taxes

9 Months Ended

Sep. 30, 2015

Income Tax Disclosure [Abstract]

15. Income taxes

15. Income taxes

Current or future U.S. federal income tax provision or benefits have not been provided for any of the periods presented because the Company has experienced operating losses since inception. Under ASC 740 “Income Taxes,” when it is more likely than not that a tax asset cannot be realized through future income the Company must allow for this future tax benefit. The Company has provided a full valuation allowance on the net future tax asset, consisting of net operating loss carry forwards, because management has determined that it is more likely than not that they will not earn income sufficient to realize the future tax assets during the carry forward period.

The Company has not taken a tax position that, if challenged, would have a material effect on the financial statements for the nine months ended September 30, 2015, applicable under ASC 740. As a result of the adoption of ASC 740, the Company did not recognize any adjustment to the liability for uncertain tax position and therefore did not record any adjustment to the beginning balance of accumulated deficit on the balance sheet.

The components of the Company’s future tax asset as at September 30, 2014 and December 31, 2015 are as follows:

	September 30, 2015			December 31, 2014
Net operating loss carry forward	$	19,868,367		$	19,566,029
Valuation allowance		(19,868,367	)		(19,566,029	)
Outstanding at September 30, 2015	$	—		$	—

A reconciliation of income taxes computed at the 35% statutory rate to the income tax recorded is as follows:

	September 30, 2015			December 31, 2014
Tax benefit at statutory rate	$	105,818		$	570,870
Valuation allowance		(105,818	)		(570,870	)
Net future tax asset	$	—		$	—

The Company did not pay any income taxes during the nine month period ended September 30, 2015 and the year ended December 31, 2014.

The net federal operating loss carry forwards will expire in 2024 through 2034. This carry forward may be limited upon the consummation of a business combination under IRC Section 381.

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8. Due from the sale of Subsidiary (Tables)

9 Months Ended

Sep. 30, 2015

Discontinued Operations and Disposal Groups [Abstract]

Due from Sale of Subsidiary

	September 30, 2015		December 31, 2014
Note payable	$	461,369	$	493,806
Accrued interest		22,120		—
	$	483,489	$	493,806

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15. Income taxes - Future Tax Asset (Details) - USD ($)	Sep. 30, 2015	Dec. 31, 2014
Income Tax Disclosure [Abstract]
Net operating loss carry forward	$ 19,868,367	$ 19,566,029
Valuation allowance	$ (19,868,367)	$ (19,566,029)
Net future tax asset

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10. Loans payable - Loans Payable (Details) - USD ($)	Sep. 30, 2015	Dec. 31, 2014
Payables and Accruals [Abstract]
Short term portion of automobile loan payable	$ 6,830	$ 7,625
Long term portion of automobile loan payable	10,837	18,460
Automobile Loan Payable	$ 17,667	$ 26,085

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Shareholders Equity (Unaudited) - USD ($)	Preferred Series B	Common Stock	Additional Paid-In Capital	Comprehensive Income / Loss	Accumulated Deficit	Total
Beginning Balance, Shares at Dec. 31, 2013		41,065,582
Beginning Balance, Value at Dec. 31, 2013		$ 410,656	$ 13,920,629	$ 264,135	$ (17,665,756)	$ (3,070,336)
Shares issued for services, Value						624,596
Beginning Balance, Shares at Dec. 31, 2013		41,065,582
Beginning Balance, Value at Dec. 31, 2013		$ 410,656	13,920,629	$ 264,135	$ (17,665,756)	(3,070,336)
Surrender of shares as part of sale of subsidiary, Shares		(2,408,268)
Surrender of shares as part of sale of subsidiary, Value		$ (24,083)	(253,417)			(277,500)
Disposition of subsidiary			1,104,407	$ (90,304)		1,014,103
Common stock issued for convertible notes, Shares		728,459
Common stock issued for convertible notes, Value		$ 7,285	190,445			197,730
Common stock issued for short term note, Shares		2,245,991
Common stock issued for short term note, Value		$ 22,460	104,616			127,076
Shares issued for cash, Shares		4,500,000
Shares issued for cash, Value		$ 45,000	337,500			382,500
Stock option compensation			679,858			679,858
Beneficial conversion feature of debt issuances			$ 45,000			45,000
Foreign currency translation				$ 71,356		71,356
Net loss					$ (1,900,273)	(1,900,273)
Ending Balance, Shares at Dec. 31, 2014		46,131,764
Ending Balance, Value at Dec. 31, 2014		$ 461,318	$ 16,129,038	$ 245,187	$ (19,566,029)	(2,730,486)
Shares issued for debt conversion, Shares		300,000
Shares issued for debt conversion, Value		$ 3,000	5,117			8,117
Shares issued for services, Shares	106,000	250,000
Shares issued for services, Value	$ 1,060	$ 2,500	53,346			$ 56,906
Conversion of Series ""B"" Preferred shares to common, Shares	(106,000)	1,060,000
Conversion of Series ""B"" Preferred shares to common, Value	$ (1,060)	$ 10,600	(9,540)
Adjustments to previously issued shares for debt conversion, due to exchange adjustments, Shares		(2,909)
Adjustments to previously issued shares for debt conversion, due to exchange adjustments, Value		$ (29)	$ (427)			$ (456)
Foreign currency translation				$ 571,418		571,418
Net loss					$ (302,338)	(302,338)
Ending Balance, Shares at Sep. 30, 2015		47,738,855
Ending Balance, Value at Sep. 30, 2015		$ 477,389	$ 16,177,534	$ 816,605	$ (19,868,367)	$ (2,396,839)

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4. Significant accounting policies

9 Months Ended

Sep. 30, 2015

Accounting Policies [Abstract]

4. Significant accounting policies

4. Significant accounting policies

The accounting policies of the Company are in accordance with US GAAP applied on a basis consistent with that of the preceding year. Outlined below are those policies considered particularly significant.

a) Principals of consolidation and foreign currency translation

The accompanying consolidated interim financial statements include the accounts of the Company, and its subsidiary. All inter-company transactions and balances have been eliminated on consolidation.

The Company’s subsidiary functional currency is the Canadian dollar, while the Company’s reporting currency is the U.S. dollar. All transactions initiated in Canadian dollars are translated into US dollars in accordance with ASC 830, "Foreign Currency Translation" as follows:

i) Monetary assets and liabilities at the rate of exchange in effect at the balance sheet date.

ii) Equity at historical rates.

iii) Revenue and expense items at the average rate of exchange prevailing during the period.

Adjustments arising from such translations are deferred until realization and are included as a separate component of stockholders’ deficit as a component of accumulated other comprehensive income or loss. Therefore, translation adjustments are not included in determining net income (loss) but reported as other comprehensive income (loss).

For foreign currency transactions, the Company translates these amounts to the Company’s functional currency at the exchange rate effective on the invoice date. If the exchange rate changes between the time of purchase and the time actual payment is made, a foreign exchange transaction gain or loss results which is included in determining net income for the period.

The relevant translation rates are as follows:

· For the nine month period ended September 30, 2015 the closing exchange rate was US$ 0.7466 to CDN$1.00 and the average rate was US$ 0.7946 to CDN$1.00

· For the nine month period ended September 30, 2014 the closing exchange rate was US$ 0.8929 to CDN$1.00 and the average rate was US$0.9137 to CDN$1.00.

b) Revenue recognition

The Company recognizes revenue from the rendering of services when they are earned; Specifically when all of the following conditions are met:

• the significant risks and rewards of ownership are transferred to customers and the Company retains neither continuing involvement nor effective control;

• there is clear evidence that an arrangement exists;

• the amount of revenue and related costs can be measured reliably; and

• it is probable that the economic benefits associated with the transaction will flow to the Company.

In particular, the Company recognizes:

• Fees for in-patient addiction treatments proportionately over the term of the patient’s treatment.

Deferred revenue represents monies deposited by the patients for future services to be provided by the Company. Such monies will be recognized into revenue as the patient progresses through their treatment term.

c) Use of estimates

The preparation of consolidated interim financial statements in accordance with US GAAP requires management to make estimates and assumptions that affect the recognition, measurement and disclosure of amounts reported in the consolidated interim financial statements and accompanying notes. The reported amounts, including depreciation, allowance for doubtful accounts, inventory, accounts payable and accrued liabilities and note disclosures are determined using management's best estimates based on assumptions that reflect the most probable set of economic conditions and planned courses of action. Actual results will differ from such estimates.

d) Non-monetary transactions

The Company’s policy is to measure an asset exchanged or transferred in a non-monetary transaction at the more reliable measurement of the fair value of the asset given up and the fair value of the asset received, unless:

i) The transaction lacks commercial substance;

ii) the transaction is an exchange of a product or property held for sale in the ordinary course of business for a product or property to be sold in the same line of business to facilitate sales to customers other than the parties to the exchange;

iii) neither the fair value of the asset received nor the fair value of the asset given up is reliably measurable; or

iv) the transaction is a non-monetary, non-reciprocal transfer to owners that represents a spin-off or other form of restructuring or liquidation.

e) Cash

The Company's policy is to disclose bank balances under cash, including bank overdrafts with balances that fluctuate frequently from being positive to overdrawn and term deposits with a maturity period of three months or less from the date of acquisition.

The Company has $74,660 in restricted cash held by their bank to cover against the possibility of services not performed.

f) Accounts receivable

The Company provides an allowance for doubtful accounts equal to the estimated uncollectible amounts. The Company's estimate is based on historical collection experience and a review of the current status of trade accounts receivable. It is reasonably possible that the Company's estimate of the allowance for doubtful accounts will change. At September 30, 2015 and December 31, 2014, the Company has $nil and $27,294 of allowance for doubtful accounts, respectively.

g) Financial instruments

The Company initially measures its financial assets and liabilities at fair value, except for certain non-arm's length transactions. The Company subsequently measures all its financial assets and financial liabilities at amortized cost.

Financial assets measured at amortized cost include cash and accounts receivable.

Financial liabilities measured at amortized cost include bank indebtedness, accounts payable and accrued liabilities, harmonized sales tax payable, withholding taxes payable, convertible notes payable, loan payable and related party notes. Financial assets measured at cost are tested for impairment when there are indicators of impairment. The amount of the write down is recognized in net income. The previously recognized impairment loss may be reversed to the extent of the improvement, directly or by adjusting the allowance account, provided it is no greater than the amount that would have been reported at the date of the reversal had the impairment not been recognized previously. The amount of the reversal is recognized in net income. The Company recognizes its transaction costs in net income in the period incurred. However, financial instruments that will not be subsequently measured at fair value are adjusted by the transaction costs that are directly attributable to their origination, issuance or assumption.

FASB ASC 820 defines fair value, establishes a framework for measuring fair value in accordance with generally accepted accounting principles, and expands disclosures about fair value measurements. ASC 820 establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows:

Level 1 - Observable inputs such as quoted prices in active markets;

Level 2 - Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and

Level 3 - Unobservable inputs in which there is little or no market data, which requires the reporting entity to develop its own assumptions.

The Company does not have assets or liabilities measured at fair value on a recurring basis at September 30, 2015. The Company did not have any fair value adjustments for assets and liabilities measured at fair value on a non-recurring basis during the nine month period ended September 30, 2015.

h) Fixed assets

Fixed assets are recorded at cost. Depreciation is calculated on the declining balance method at the following annual rates:

Computer Equipment	30%
Computer Software	100%
Furniture and Equipment	30%
Medical Equipment	25%
Vehicles	30%

Leasehold improvements are depreciated using the straight-line method over the term of the lease. Half rates are used for all fixed assets in the year of acquisition.

i) Leases

Leases are classified as either capital or operating leases. Leases that transfer substantially all of the benefits and inherent risks of ownership of property to the Company are accounted for as capital leases. At the time a capital lease is entered into, an asset is recorded together with its related long-term obligation to reflect the acquisition and financing. Equipment recorded under capital leases is amortized on the same basis as described above. Payments under operating leases are expensed as incurred.

j) Income taxes

The Company uses the future income tax method to account for income taxes. Under this method, future income tax assets and liabilities are determined based on the difference between the carrying value and the tax basis of the assets and liabilities. Any change in the net amount of future income tax assets and liabilities is included in income. Future income tax assets and liabilities are determined based on enacted or substantively enacted tax rates and laws, which are expected to apply to the Company's taxable income for the periods in which the assets and liabilities will be recovered. Future income tax assets are recognized when it is more likely than not that they will be realized.

k) Earnings per share information

FASB ASC 260-10, “Earnings Per Share” provides for calculation of "basic" and "diluted" earnings per share. Basic earnings per share includes no dilution and is computed by dividing net income (loss) applicable to common shareholders by the weighted average common shares outstanding for the period. Diluted earnings per share reflect the potential dilution of securities that could share in the earnings of an entity similar to fully diluted earnings per share. The effect of computing diluted loss per share is anti-dilutive and, as such, basic and diluted loss per share is the same for the nine months ended September 30, 2015.

l) Share based expenses

ASC 718-10 "Compensation - Stock Compensation" codified SFAS No. 123 prescribes accounting and reporting standards for all stock-based payments awarded to employees, including employee stock options, restricted stock, employee stock purchase plans and stock appreciation rights that may be classified as either equity or liabilities. The Company should determine if a present obligation to settle the share-based payment transaction in cash or other assets exists. A present obligation to settle in cash or other assets exists if: (a) the option to settle by issuing equity instruments lacks commercial substance or (b) the present obligation is implied because of an entity's past practices or stated policies. If a present obligation exists, the transaction should be recognized as a liability; otherwise, the transaction should be recognized as equity.

The Company accounts for stock-based compensation issued to non-employees and consultants in accordance with the provisions of ASC 505-50 "Equity - Based Payments to Non-Employees" which codified SFAS 123 and the Emerging Issues Task Force consensus in Issue No. 96-18 ("EITF 96-18"), "Accounting for Equity Instruments that are Issued to Other Than Employees for Acquiring or in Conjunction with Selling, Goods or Services". Measurement of share-based payment transactions with non-employees shall be based on the fair value of whichever is more reliably measurable: (a) the goods or services received; or (b) the equity instruments issued. The fair value of the share-based payment transaction should be determined at the earlier of performance commitment date or performance completion date.

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9. Fixed assets (Tables)

9 Months Ended

Sep. 30, 2015

Property, Plant and Equipment [Abstract]

Fixed Assets

						Net Book Value
	Cost		Accumulated Amortization			September 30, 2015		December 31, 2014
Computer equipment	$	21,278	$	(14,745	)	$	6,533	$	7,352
Computer software		9,848		(3,693	)		6,155		—
Furniture and equipment		351,210		(248,350	)		102,860		114,306
Medical equipment		4,490		(3,356	)		1,134		1,391
Vehicles		64,175		(40,723	)		23,452		40,023
Leasehold improvements		142,793		(70,405	)		72,388		93,471
	$	593,794	$	(381,272	)	$	212,522	$	256,543

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8. Due from the sale of Subsidiary - Due from Sale of Subsidiary (Details) - USD ($)	Sep. 30, 2015	Dec. 31, 2014
Total Due on Sale of Subsidiary	$ 483,489	$ 493,806
Due on Sale
Note payable	461,369	$ 493,806
Accrued interest	22,120
Total Due on Sale of Subsidiary	$ 483,489	$ 493,806

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14. Stockholders' deficit

9 Months Ended

Sep. 30, 2015

Equity [Abstract]

14. Stockholders' deficit

14. Stockholders’ deficit

Common shares

Authorized

On June 30, 2012, the Company filed a Certificate of Amendment with the Colorado Secretary of State to increase the aggregate number of shares, which the Company has authority to issue to one hundred million (100,000,000) common shares, issued at $0.01 par value per share from 50,000,000 common shares with par value at $0.01. The amendment was approved by the Colorado Secretary of State in May 2012.

On March 25, 2013, the Company filed a certificate of Amendment with the Colorado Secretary of State to increase the aggregate number of shares which the Company has the authority to issue to five hundred million (500,000,000) common shares, issued at $0.01 par value per share from 100,000,000 common shares with par value at $0.01. The amendment was approved by the Colorado Secretary of State on March 26, 2013.

Issued and outstanding

The Company has a total of 47,738,855 and 46,131,764 issued and outstanding common shares as at September 30, 2015 and December 31, 2014, respectively.

The Company issued 300,000 shares of its common stock to satisfy its obligations under the conversion of an aggregate principal amount of $8,117 of convertible promissory notes for the nine months ended September 30, 2015.

The Company adjusted previously issued 2,909 common shares pursuant to convertible note conversions to reflect currency exchange differences.

The Company issued 250,000 shares of its common stock as compensation for $25,000 of services rendered for the nine months ended September 30, 2015.

The holders of 106,000 Series “B” preferred shares converted their shares into 1,060,000 common shares on April 30, 2015 at a conversion factor of 10:1.

Preferred shares

Authorized

On March 25, 2013, the Company, under the certificate of amendment filed above also to authorize three million (3,000,000) series A convertible preferred shares with a par value of $0.01 per share, and also to authorize ten million (10,000,000) series B convertible preferred shares, par value $0.01 per share. Each series B convertible preferred share is convertible into 10 Common shares. The amendment was approved by the Colorado Secretary of State on March 26, 2013.

Issued and outstanding

The Company had no issued and outstanding preferred shares as at September 30, 2015.

The holders of 106,000 Series “B” preferred shares converted their shares into 1,060,000 common shares on April 30, 2015 at a conversion factor of 10:1.

The options outstanding are as follows as of September 30, 2015:

	Number of options outstanding		Weighted average exercise price per share
Outstanding at December 31, 2014		6,780,000	$	0.139
Granted		—		—
Cancelled/forfeited		—		—
Expired		—		—
Exercised		—		—
Outstanding at September 30, 2015		6,780,000	$	0.139